US Jurisdictions (California)

Revision Date: April 25, 2022

MetaLoop Inc., a Delaware corporation having its registered offices (business address) at 4046 Clipper Ct, Fremont CA 94538 (“we,” “our,” or “us”) provides its services through its website located at metaloop.world (the “Website”), the MetaLoop non-custodial wallet (the “MetaLoop”), the User account (the “Account”), the User’s blockchain wallet addresses related to the Account (the “Wallet”), our iOS/Android mobile application (the “App”) or any other services related to or utilizing any of the foregoing (all of the above, collectively, the “Services”). Before using our Services, please read the Terms of Service (the “Terms” or the “Agreement”) carefully, along with any other policies or notices on MetaLoop’s website or mobile applications, and our Privacy Policy. Together, these materials contain terms, rules, and guidelines related to your use of MetaLoop. If you have any questions or comments related to this Agreement, please send us an email at [email protected].

Acceptance of Terms

By creating a MetaLoop account, or, if earlier, by accessing, downloading, or using MetaLoop, or any of the other Services, you agree that you have read, understood, and accept the Terms and acknowledge to be bound by them. In addition, by using MetaLoop or any of the other Services you also signify your consent to our **Privacy Policy** (as amended and in effect from time to time, the “Privacy Policy”), as well as any other terms and provisions referred to herein or therein. If you do not accept this Agreement or the Privacy Policy, you may not use MetaLoop or any of the other Services.

Modifications

At any time, we may make changes to the Terms as a result of changes in technology, regulation, or for other reasons. If we do so, we will provide you with notice of such changes by posting the updated Terms on the Website and changing the “Last Updated” date above. Any amended Terms will become effective immediately after they are posted. Clicking on the “I agree” button presented with the amended Terms or continuing to use the Services after the effective date of any changes will constitute your acceptance of such changes.

Eligibility

By accessing, downloading, or using the services, you represent and warrant that

  1. no law, rule, or regulation applicable to you (by virtue of your place of residence or otherwise) prohibits or makes it unlawful for you to do so in accordance with this Agreement;
  2. you understand and agree that the Company is not liable for your compliance or failure to comply with such laws, rules, or regulations; and
  3. you will not be using any Services (i) for any illegal activity (including money laundering, fraud, blackmail, extortion, ransoming data, financing of terrorism or any other unlawful activities or prohibited market practices), or (ii) on behalf or for the account of any person other than yourself (unless you have obtained the prior written consent of the Company, in its discretion and after having been provided with such information and documents as the Company or its counsel may deem necessary or appropriate with respect to each principal for which you would wish to use the Services).

Each time that you, acting as the User, access, download, or use any Service, you represent and warrant to the Company that

  1. if you are (i) an individual, you are at least eighteen years old and at or above the legal age of majority in your jurisdiction of residence; or (ii) not an individual, (1) you have been validly organized, incorporated or created pursuant to the laws of the relevant jurisdiction, (2) as of the date of such action(s) you continue to be in existence and, if relevant, good standing pursuant to such laws, and (3) each individual through the actions of whom you access, download or use such Service has full power and authority to so act on your name and behalf and, to the maximum extent required by applicable laws, to bind you and your assets as a result of such actions;
  2. pursuant to the laws of the jurisdiction where you reside, or that are otherwise applicable to you in respect of such matters, you have full legal capacity, power and authority to use the Services and to enter into valid and binding contracts or agreements with the Company, other users of the Services and third parties in general;
  3. these Terms constitute your valid and binding obligation and are enforceable against you in accordance with their terms, subject only to any applicable bankruptcy or insolvency laws;
  4. you are not in breach of this Agreement, and each of your representations and warranties in this Agreement continues to be true and accurate in all respect as of the date of such access, downloading or use;
  5. you (a) are legally permitted to use the Services in your jurisdiction, including by owning cryptographic currency or tokens of value (collectively “Crypto Assets”) and interacting with the MetaLoop in any way; and (b) are not (and, if you are not an individual, you are not owned by anyone who is) (1) identified as a “Specially Designated National” by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”), (2) the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any similar sanctions authority of any jurisdiction (collectively, “Sanctions”), (3) located, organized or resident in a country or territory that is the subject of Sanctions (including Burma/Myanmar, Cuba, Iran, North Korea, Sudan, and Syria) or (4) placed on the US Commerce Department’s Denied Persons List (for purposes of the foregoing, “owned” means having interests in or claims to 0.5% or more of the aggregate ownership, voting, or other rights or powers exercisable in respect of a legal entity); and
  6. you are not located in, or a citizen or resident of any state, country, territory, or other jurisdiction where the Company has determined, at its sole discretion, to prohibit the use of the Services.

Our Services

MetaLoop is software that (a) allows you to purchase cryptographically secure tokens (the “Virtual Currency”) directly from your non-custodial wallet. (b) generates non-custodial wallet addresses and encrypted private keys for you to send and receive related Virtual Currency; (c) MetaLoop does not have total independent control over funds at a user’s wallet and is therefore unable to intervene for any blockchain-based transactions that a user wishes to make. MetaLoop is also unable to stop or impose any limits on users’ blockchain-based transactions. The private key is connected to the Wallet address and, together, they can be used to authorize the transfer of Virtual Currency to and from that wallet address. You are solely responsible for maintaining the security of your private key and any mnemonic (backup) phrase associated with your Wallet. You must keep your Wallet address, mnemonic (backup) phrase, and private key access information secure. Failure to do so may result in the loss of control of Virtual Currency associated with the Wallet. MetaLoop Cannot Assist With Password Retrieval. MetaLoop stores your Wallet address but does not receive or store your Wallet password, encrypted private key, unencrypted private key, or mnemonic (backup) phrase associated with your Wallet. We cannot, therefore, assist you with Wallet password retrieval. We cannot generate a new password for your Wallet if you fail to remember your original password. If you have not safely stored a backup of any Wallet address and private key pairs maintained in your Wallet, you accept and acknowledge that any Virtual Currency you have associated with such a Wallet address will become inaccessible if you do not have your Wallet password. Virtual Currency Transactions. In order to be completed, all proposed Virtual Currency transactions must be confirmed and recorded in the Virtual Currency’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using MetaLoop, you acknowledge and agree that the transaction details you submit may not be completed, or maybe substantially delayed, by the blockchain networks. MetaLoop does not take custody of Virtual Currency on behalf of users. We do not store, send, or receive Virtual Currency. Any transfer that occurs in any Virtual Currency occurs on the blockchains and not on a network owned by us. We, therefore, do not guarantee that MetaLoop can affect the transfer of title or right in any Virtual Currency. Accuracy of Information Provided by User. You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Virtual Currency transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Virtual Currency.

Important to note about MetaLoop non-custodial wallet