Bridgy Terms of Service

 

Effective Date: 13 November 2024

Bridgy is a trademark owned by Bridgy Ltd. A Marshall company with registration n°124209 located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Island, and licensed for Italy to Neural ID Pay Srl (referred to herein as “Bridgy”, “we”, “us”, “Neural ID”). Neural ID, is a leading company in the digital currency sector, providing a range of innovative services to individuals and businesses, registered with the Italian Organismo Agenti e Mediatori (“OAM”) as a virtual currency operator under registration number PSV111, and a limited liability company duly registered with the Registrar of Companies under the registration number 03089960300, with its domiciled address at Via Del Cotonificio 129/B, 33100 Udine, Italy.

PREMISES

These Terms of Service (the “Agreement”) are a legally binding contract between you and Bridgy. The Agreement explains the terms and conditions by which you may access and use the services provided by Bridgy, which include (a) the provision of a software platform from which you may have access to the Bridgy Services and to the Third-Party Providers Services, according to the terms and conditions indicated in this Agreement; (b) the creation of a Bridgy non-custodial decentralized crypto wallet (the “Bridgy Wallet”) and (c) any other directly-offered product or service as Bridgy may decide to make available on the App from time to time or that are indicated as provided by us in this Agreement (services under letters (a) (b) (c) are jointly referred to also as the “Bridgy Services”, the “App”, or “Bridgy App”). In addition, the Bridgy Services will allow you the access to third-party services rendered by third-party providers (the “Third-Party Services”). Bridgy Services and Third-Party Services are jointly also referred to as the “Services”.

Bridgy does not control or operate any of the Third-Party Services. By using the App, you understand that when you operate swaps between crypto you are not buying or selling digital assets from us and that we do not operate any liquidity pools or control trade execution on the blockchain.span>However, when your card is topped up, your crypto assets are sold by us to fund the balance on your card.

You must read this Agreement carefully as it governs your use of the Services. By accessing or using any of the Services, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorised to access or use any of our Services and should not use our Services.

A Bridgy account is intended for personal use only and may not be used for business-related purposes. Any use of the account for commercial or business activities is strictly prohibited. To access or use any of the Bridgy Services, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in country in which the relevant Bridgy Services are accessible, you are not under any legal or judicial prohibition, nor any incapacity, and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement.

You further represent that you are not (a) a resident of a country different than a country in which the relevant Bridgy Services are accessible; or (b) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties.

By accepting this Agreement, you understand and accept that the Third-Party Services made accessible through the App are solely the responsibility of each individual Third-Party Service Provider as, in relation to them, Bridgy is only providing the software platform (i.e. the App) to make available such Third-Party Services. By using the Third-Party Services, and in relation to them, you understand and agree that Bridgy has not and will not have any contractual relationship with you, nor will it provide any services to you.

You acknowledge and agree that Bridgy shall not be held liable for any issues, disputes, claims, or damages arising from or in connection with the use of these Third-Party Services. You further agree to hold harmless, defend, and indemnify Bridgy from any and all liabilities, claims, damages, losses, or expenses (including legal fees) that may arise as a result of your use of, or reliance on, any Third-Party Services accessed through the App.

By signing up to use the Bridgy App, create an account through Bridgy or make use of the Services, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, including its Annexes, and have read and understood our Privacy Policy.

Finally, you represent that your access and use of any of the Services will fully comply with all applicable laws and regulations, and that you will not access or use any of the Services to conduct, promote, or otherwise facilitate any illegal activity. If we find that you have breached the Agreement, we reserve all our rights and remedies under the Agreement and the law and will take all necessary actions against you.

The Services are only available to you – and you should only access any of the Services – if you agree completely with these terms.

 

1. Premises, Annexes, and form in the language.

    1.1. The Premises and the Annexes constitute an integral and substantial part of this Agreement.

    1.2. In this Agreement the singular includes the plural and vice versa.

 

2. Eligibility. 

    2.1. To be eligible to use any of the Bridgy Services, you must be at least 18 years old and reside in a country in which the relevant Bridgy Services are accessible.

 

3.  Bridgy App

    3.1. The App provides a mobile-based means of access to a range of services, as better described in sections from 5 to 10 below. that allow the user to:

        a) Create a decentralized non-custodian wallet (the “Bridgy Wallet”);

        b) Connect other decentralized non-custodian wallets on your mobile device;

        c) Request to initiate a transaction within the App (an “Order”);

        d) Operate crypto to crypto exchanges;

        e) Operate crypto to fiat exchange;

        f) Order a VISA debit card from a Third-Party Service Provider;

        g) Top up the VISA debit card using crypto balance in the Bridgy Wallet or in any other decentralized wallet on your mobile device;

        h) Pay with the VISA debit card through the mean of either Apple Pay, the physical card, or a non-tokenized virtual card;

        i) Exchange crypto and order an outgoing SEPA transfer.

    3.2. By using the App, you understand that, when operating swaps between cryptocurrencies, Bridgy will not offer you any digital assets. You are not buying or selling digital assets from us, and we do not operate any liquidity pools or control trade execution on the blockchain. Bridgy is not a liquidity provider and liquidity providers are independent third parties. However, when your card is topped up, your crypto assets are sold by us to fund the balance on your card.

    3.3. If you connect a non-custodial wallet to the App, your relationship with that non-custodial wallet provider is governed by the applicable terms of service (with respect to the Bridgy Wallet, this Agreement, and with respect to a third-party wallet, the applicable terms of service of such third party). We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its content. By connecting your wallet to our App you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

 

4. Registration of a Bridgy Account

    4.1. To use the Bridgy Services, you will need to (i) download the App from the App Store or Google Play Store and (ii) register for a Bridgy account (a “Bridgy Account”), unless otherwise required, by providing your email address and accepting the terms of this Agreement.

    4.2. During the registration process on the App, you shall choose a username and a password. The password shall include at least 8 characters and shall comply with the criteria specified on the App. You undertake to ensure the confidentiality of the password associated to your Bridgy Account and you are responsible of all actions carried out through it. You are liable for all unauthorized uses of Bridgy Account. You accept to promptly notify us, in writing, should any unauthorized use of the password or violation of its security occur. To the maximum extent permitted by the applicable law, Bridgy shall not be liable for any loss or damage due to the fact that you did not secure properly your password nor notified us its loss or theft and you shall indemnify and hold us harmless from any loss and/or damage deriving from an unauthorized use of your Bridgy Account.

    4.3. You undertake: (i) to verify that the technical specifications of the App are consistent with the ones of your device; (ii) to update the App when required; (iii) not to modify the App and/or use any software that might interfere with the correct functioning of the App.

    4.4. By using a Bridgy Account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Bridgy. You are fully responsible for all activity that occurs under your Bridgy Account.

    4.5. You may not be required to create a unique username and password in instances where you opt to connect one or more pre-existing external wallet to the Bridgy App.

    4.6. You may connect any compatible decentralized wallet that you hold to the Bridgy App. Upon connection you will be redirected to the wallet(s) you want to connect, and you will be able to (i) view and display the balances of all connected wallets within the Bridgy App, and (ii) initiate withdrawals, swaps, card top-ups, or exchanges directly through the Bridgy App.

5.  Creation of a Bridgy Wallet

    5.1. The Bridgy Wallet allows you to (a) store digital assets; (b) participate in decentralized exchange (“DEX”) trades and associated DEX activity; and (c) perform any additional services that we may add to the Bridgy Wallet from time to time.

    5.2. In order to create a non-custodial wallet within the Bridgy App, you are required to create a a Bridgy Account and a unique username and password.

    5.3. We support a limited number of Crypto Chains (“Supported Crypto Chains”).  Your Bridgy Wallet or any other connected non-custodian wallet is intended only for the proper use of assets supported by the Supported Crypto Chains. You should not use your non-custodian wallet to store, send, request, or receive any assets other than those supported on the Supported Crypto Chains. We do not assume any responsibility for any attempts to use or transfer crypto assets to your non-custodian wallet that cannot be supported on the Supported Crypto Chains.

    5.4. We may, at our sole discretion, terminate support for any Supported Crypto Chain. Crypto assets relying on the Supported Crypto Chains should be sold or transferred to another crypto-asset wallet before we remove such Chains from your Bridgy Wallet. In this instance, we will provide you with a prior notice and give you a reasonable time to remove the non-Supported Crypto Chain from your Bridgy Wallet.

    5.5. You acknowledge and agree that by confirming the sending of your crypto assets, you have checked and confirmed that the recipient wallet address supports the type of cryptocurrency or token being sent, is a valid address, and is the correct, confirmed recipient address. We are not liable for any losses of your crypto-assets and are under no obligation to assist you in retrieving them.

    5.6. We will display all prices and fees associated with the fulfillment of Services on the Bridgy App. You can reject the stated price of the transaction free of charge; however, by doing so, the transaction will not be validated and will be terminated. Bridgy does have minimum value sizes for crypto assets operations type, and you should monitor the stated fees and costs for the transaction.

    5.7. You cannot cancel, reverse, or change a transaction once you have agreed to the price of the Order and signed for its execution. Due to the nature of digital currency protocols, transactions cannot be cancelled or altered once they are initiated. The price for each transaction is stated for a limited period. If you do not agree to the price before the end of this period, the price will no longer be valid, and the transaction will not be validated and consequently terminated. Therefore, you would need to reorder the transaction at a new price to continue with the Order.

    5.8. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding custodial responsibilities or fiduciary duties with respect to users’ assets, and users retain sole responsibility for managing and securing their own assets held within these wallets. In addition, the terms on Non-Custodial and No Fiduciary Duties, as set forth in Section 12, shall apply to the Bridgy Wallet and any other connected non-custodial wallets.

6.  Cryptocurrency Swap Functionality

    6.1. You will be able to operate swaps of cryptocurrency held within a non-custodial wallet as well as for cryptocurrencies stored in any compatible decentralized wallet connected to Bridgy via any compatible decentralized wallet available in your Bridgy Account.

    6.2. The crypto-to-crypto swap functionality operates in a decentralized manner, meaning Bridgy does not control, store, or manage the Crypto-Assets being exchanged. All swap transactions are executed via smart contracts on the relevant blockchain.

    6.3. You acknowledge that any payments made in the form of Crypto-Assets will have fluctuating values due to the volatile nature of Crypto-Asset markets. In the event of a change in the value of the Crypto-Assets between the moment of your submission indicating the Swap of a certain number of Crypto-Assets, and the moment the order is executed, the amount of Crypto-Assets you acquire may increase or decrease because of Crypto-Asset price fluctuations. You hereby expressly agree to any such adjustment and understand that Bridgy will not be held responsible for incurred losses during the Swap process because of price movements of Crypto-Assets over the given time interval. It is your responsibility to ensure that you accept or reject the stipulated indicative rates as provided by Bridgy, as well as the fees to be incurred.

    6.4. It is important to note that in regards of the swap, we do not engage in the execution of the exchanges or hold custody of your assets, nor are we involved in any way in the activities indicated in this Section 6; all transactions are conducted directly between you and the decentralized liquidity pools via the a decentralized protocol, leveraging Third-Party Services providers to ensure the swapping process is secure, transparent, and operates in a decentralized manner.

    6.5. We reserve the right to cancel Orders placed by you if (i) they violate the provisions of the Agreement and/or if you use the App in an unreasonable or excessively burdensome manner; (ii) they involve an obvious error regarding price, quantity, or other parameters; or (iii) it will be required for technical reasons or to comply with a legal obligation or order from an authority.

 

7.  Identity verification and KYC

    7.1. The services related to (i) card issuance, (ii) top-up of the VISA debit card, and (ii) the conversion of cryptocurrency to fiat currency, are accessible only after the successful completion of identity verification.

    7.2. For completing the Know Your Customer (“KYC”) you comply with the requirements from time to time indicated, including:

        a) submit a valid government-issued identification document;

        b) provide documentation verifying your residential address;

        c) undergo a liveness check, to confirm your identity.

        d) complete a questionnaire to establish your source of funds (“SOF”), residency, and additional details such as monthly income, which will be utilized to assess your risk classification.

    7.3. Successful completion of the abovementioned verification steps is mandatory for accessing the Services listed in Section 7.1 above.

    7.4. Only one fully verified account per user is permitted.

8. Cryptocurrency-to-Fiat Exchange and EUR Transfer

    8.1. You may place an Order to sell a specified amount of crypto for the fiat currency equivalent, on the condition, among other, that you have sufficient funds to settle the transaction, including any applicable fees. The conditions for placing sell Orders on the App are specified from time to time by Bridgy on the App itself. For the purpose of executing an Order, you authorize Bridgy to take temporary control of the crypto subject to the relevant order.

    8.2. The cryptocurrency designated for exchange will be deposited via a blockchain transaction and they will be converted to EUR for the purpose of crediting your e-wallet.

    8.3.  This entire process is performed sequentially, with each step being contingent upon the successful completion of the preceding transfer and remains subject to the terms and compliance requirements.

    8.4. Once the designated crypto will be sold, only outgoing transfers to bank accounts within the Single Euro Payments Area (“SEPA”) are allowed. SEPA transfers are permitted only to accounts registered in your own name, where you result as the beneficiary. Transfers to third-party accounts are not supported. This measure is in place to comply with regulatory requirements and to ensure the security of your transactions.

    8.5. Bridgy shall not be held responsible for any delays in the execution of SEPA transfers if such delays are caused by our banking partner blocking or holding funds. Any delays related to compliance checks or other reviews by the banking partner are outside Bridgy’s control, and Bridgy assumes no liability for any resulting delays or impacts.

    8.6. A transfer is credited to the account according to the times established by the receiving bank. Bridgy has no responsibility or control over the processing time of your receiving bank.

    8.7. Alongside the information on account to be debited, that will be automatically displayed, the minimum required details for executing a SEPA transfer are (i) the IBAN of the beneficiary’s bank account; (ii) the amount to be transferred, expressed in euros, and (iii) a brief reason for the transfer that will not exceed 140 characters.

    8.8. The transfer may be executed by banks with priority given to the IBAN of the beneficiary’s bank account over any indication of the beneficiary’s name. Therefore, it is advised to carefully verify the accuracy of the beneficiary’s account IBAN to avoid incorrect credits.

    8.9. You acknowledge that among the risks associated with SEPA transfers, in case you provide incorrect information related to your bank account where the fiat shall be sent, you are solely responsible for any consequences arising from the incorrect information provided by you.

    8.10. You agree to provide Bridgy with any necessary documents for AML and SOF compliance checks, either upon our request or if required by our banking partner. Bridgy reserves the right to request these documents at any time to ensure compliance with applicable regulatory obligations.

    8.11. Any claims by you relative to unauthorized transactions or neglect of duty, and any objections by you against the bank as a result of non-execution or incorrect execution of payments or as a result of unauthorized payments shall be precluded if the customer fails to inform the bank thereof within a period of 13 months at the latest after being debited for an unauthorized or incorrectly executed payment. In any case, you acknowledge and agree that you will not hold Bridgy responsible for, and will indemnify Bridgy from, any liability arising out of or related to any issue relating to the bank for the activities listed in Section 8.

9. Card Issuance and Top-up

    9.1. Upon validation of your KYC, which shall be made following the procedures indicated by the relevant Third-Party Service Provider, you may order a VISA debit card (the “Card”) issued by an authorized EMI and Visa Principal Member Third-Party Service Provider.

    9.2. You will be able to top up the Card selling the crypto balance in your Bridgy Wallet or in any other decentralized wallet on your mobile device (the “Off-Ramping”) to fund transactions for the purchase of goods and services or to withdraw cash in fiat currency from ATMs that accept cards displaying the Visa symbol.

    9.3. You acknowledge that any transaction made in the form of crypto-assets will have fluctuating value due to the volatile nature of crypto-assets markets. If there is a change in the value of the crypto-assets between the moment of order submission and the moment the order is executed, the amount of assets acquired may increase or decrease due to crypto-asset price fluctuation. You hereby expressly agree to any such adjustment and understand that Bridgy will not be held responsible for losses incurred during the Off-Ramping process due to crypto-asset price movements over the given time interval. It is your responsibility to ensure that you accept or reject the stipulated indicative rates as displayed by Bridgy, as well as any applicable fee.

    9.4.  The issuing and use of the Card is governed by separate terms and conditions of business you enter with the relevant card issuer, Third-Party Service Provider (“Card Terms”), namely UAB Stanhope Financial (“Stanhope”), an Electronic Money Institutions regulated under the laws of Lithuania and duly passported in the countries in which Bridgy Services are accessible. You are required to accept the Card Terms displayed on the App in order to request and use a Card.  

    9.5. The option for you to obtain a Card through the Bridgy App is facilitated by Escrowfy GmbH, which collaborates with Stanhope for this purpose, providing the opportunity to access Card services within the Bridgy App.

    9.6. Notwithstanding the successful completion of the KYC process, the issuance of a Card remains subject to the sole and absolute discretion of the card issuer, which reserves the right to refuse the issuance of a card to any user at any time, in conformity with the applicable Card Terms.

    9.7. In addition to the cases set forth in the Card Terms, we may flag your account to Card Third-Party Provider in order to evaluate a suspension, restriction, or termination of your Card and/or any or all of the related services with immediate effect where:

        a) We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;

        b) We reasonably suspect you of acting in breach of the Agreement;

        c) We reasonably suspect you have breached our Prohibited & Conditional Use Policy (Annex 2);

        d) We have concerns about the security of your Card, your Bridgy Account or we suspect the Bridgy Services are being used in a fraudulent or unauthorised manner;

        e) We suspect money laundering, terrorist financing, fraud, or any other financial crime;

        f) Use of your Bridgy Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Bridgy Account activity;

        g) You take any action that may circumvent our controls such as opening multiple verified Bridgy Accounts;

        h) If you cancel or terminate your Bridgy Account, you will also simultaneously cancel or terminate the Card Terms, and you won’t be able to use the Card anymore. We will notify the Third-Party Service Provider.

    9.8. For all aspects related to the card issuance, its use,or services, and its termination, please refer to the Card Terms, which you have duly accepted as part of the card application process.

10. Other Services

    10.1. We may from time to time offer additional services, and such additional services shall be reflected in an amended version of this Agreement which will be subject to your acceptance.

 

11.  Third Party Services, and Other Third Parties

    11.1. Some Third-Party Service Providers will provide us with access to certain information that you have provided to them, including through such Third-Party Services, and we will process such information in accordance with our Privacy Policy. For more information about the privacy implications of activating Third-Party Services and our processing of personal data related to you and your use of such Third-Party Services within our Services, please see our Privacy Policy. In some instances, Third Party Service Providers act as independent data controller and collect data directly from you. In this case, such Third-Party Service Providers will provide you with the relevant privacy policy and Bridgy has no control over and is not responsible for such Third-Party Providers processing of your personal data, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of such Third Party providing Third-Party Services prior to using such services.

    11.2. Aside from the Third-Party Service Providers listed in this Agreement, Bridgy does not endorse or recommend any different third-party service nor third-party service provider to perform any additional services (“Other Third-Party”).

    11.3. If you grant express permission to an Other Third-Party to access or connect to your Bridgy Account, you acknowledge that granting permission to Other Third-Party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any Other Third Party with access to your Bridgy Account and any action of such Other Third-Party shall be considered to be an action authorised by you.

    11.4. We may refuse access to Other Third-Parties for objectively justified and duly evidenced reasons relating to unauthorized or fraudulent access to Bridgy App, money laundering, terrorist financing, fraud, or any other financial crime, and as required by applicable law. In such cases, unless we are prohibited by applicable law, we will inform you that that another Third Party’s access has been denied and the reasons why. We will permit access again once we are satisfied that the reasons for refusing access no longer exist.

    11.5. You, and not Bridgy, will be responsible for any and all costs and charges associated with your use of any Other Third-Party services.

    11.6. Any dealings you have with Other Third-Parties while using our Services are between you and such Other Third Party. Bridgy will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Other Third-Party Services.

    11.7. Further, you acknowledge and agree that you will not hold Bridgy responsible for, and will indemnify Bridgy from, any liability arising out of or related to any act or omission of any Other Third-Party with access to your Bridgy Account.

12.  Non-Custodial and No Fiduciary Duties

    12.1 The Bridgy Wallet is a purely non-custodial wallet, created and maintained by third parties. We do not ever have custody, possession, or control over it or over your crypto assets stored in it at any time. We are not able to move your crypto asset stored in your wallet. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold, and you should never share your wallet credentials or seed phrase with anyone. We recommend you store a backup of your private keys in a safe place. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of the Services available via the App will operate with any specific wallet.

    12.2 Likewise, you are solely responsible for any associated non-custodian wallet, and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised. For the avoidance of doubt, any references herein to a “wallet” shall include the Bridgy Wallet.

    12.3 Bridgy does not guarantee the security or functionality of any third-party software or technology intended to be compatible with a non-custodian wallet and is not responsible for any losses due to the failure, improper functioning, or incompatibility of any Third-Party software or technology.

    12.4 This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that in addition to any other obligation provided for by the applicable law, the only duties and obligations that we owe you are those set out expressly in this Agreement.

13. Relationship of the Parties

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Bridgy or authorise you to act as an agent of Bridgy.

14. Prohibited Activity

    14.1 You agree not act against any applicable law and regulation, and to not engage in, or attempt to engage in, any of the categories of prohibited activity in relation to your access and use of your Bridgy Account, as set forth in Annex 2.

    14.2 If we find that you have breached the Agreement or any applicable law and regulation, we reserve all our rights and remedies under the Agreement and the law and will take all necessary actions against you.

15. Limited License

    15.1 All content included in or made available through the Bridgy Services, Bridgy App and the related content materials and information such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software (“Content”) and all intellectual properties related to it is the property of Bridgy, licensors, or its content providers.

    15.2 We give personal license to you, which is limited, non-exclusive, non-transferable, not permitting any sub-licensing, free and revocable, to install and use the App exclusively for the purposes of performing this Agreement. To the extent permitted by law, you commit and warrant not to reproduce, duplicate, copy, sell, transfer, use for commercial purposes, modify, de-code, disassemble, all or in part, the App or create systems deriving from the latter, or attempt to access their source codes in any way.

    15.3 By installing the App, you acknowledge and accept that the App will be installed on your device and that we may access, store and process your personal data and any other content relating to the use of the App, if required by law or if such activities are necessary for the performance of this Agreement. You acknowledge and accept that our IT systems may be physically placed in countries outside of the European Economic Area, in accordance with the applicable privacy law provisions.

    15.4 You acknowledge and accept that the App may automatically report data relating to diagnostics and automatically download software updates to update, improve and further develop the App and the system, including the availability and correction a of bugs, patches, advanced functions, plug-ins and new versions. The App is provided “as it is”, and it may not be available or may not function properly. We do not warrant or guarantee in any way the quality, the functioning, the availability or the performance of the App, or of any other content or service or Services accessible through the App.

 

16. Contact Information and Communications

    16.1 Any communication and/or notice we might send to you or any notice or communication that you want to send to us (the “Communications”) shall be made:

        16.1. 1If addressed to You: using the contact details indicated by you at the moment of your registration to the App and / or use of the Services.

        16.1. 2If addressed to us: contact@bridgy.com.

    16.2 We reserve the right to provide these Communications to you by posting them on the App, or via push notifications and you agree that such Communications will constitute sufficient notice of the subject matter therein.

    16.3 You are responsible for keeping your contact details (including your email address) and your data up to date in your Bridgy Account profile, also to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected security breaches). You understand and agree that if Bridgy sends you a Communication, but you do not receive it because your primary email address or contact details you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Bridgy will be deemed to have provided the Communication to you.

    16.4 You may update your information by logging into your Bridgy Account and visiting settings or by contacting us via the contact details indicated above.

    16.5 For the purpose of this Section, Communications shall include, but shall not be limited to: (a) terms of use and policies you agree to, including updates to these agreements or policies; (b) account details and any other account or transaction information; (c) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (d) responses to claims or customer support inquiries filed in connection with your Bridgy Account.

 

17. Modifications of this Agreement or our Services

    17.1 We reserve the right to update and amend this Agreement at any time, including modifying any Services. In such case, we will inform you of the occurred modifications directly on the App or through a notice addressed to you to be done at the email address provided during the registration.

    17.2 By accepting the amendments to the Agreement as notified on the App, or by continuing to use the App after having received the email notifying the amendments you declare to accept such amendments. In any case, the amendments shall only be effective in relation to the Services requested after their notification date.

    17.3 You shall have the right to terminate this Agreement, in accordance with Section 20 below, should you not accept the amendments to the Agreement. If you decline the new amendments, you must withdraw the funds held in your Bridgy Wallet within 90 days, after which your account will be closed.

 

18. Transfer and Assignment

    18.1 This Agreement is personal to you, and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else, without our express consent.

    18.2 In the event of your death or incapacity, the representative(s) or legal beneficiary/beneficiaries of your estate may give us written notice. If we have reason to believe you have died, we may suspend your Bridgy Account, until either a representative of your estate or authorized beneficiary completes a successful inheritance application to receive the assets in your Bridgy Account; or you provide satisfactory proof that you are not deceased.  Our ability to provide your representative(s) with the assets in your Bridgy Account is subject to the restrictions imposed by applicable law and this Agreement. We do not commit to any timeline for the transfer of assets held to the credit of your Bridgy Account.

    18.3 We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation to any Bridgy affiliates, controller or subsidiaries, or to any successor in interest of any business associated with the Bridgy Services.  In the event that Bridgy is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.  

    18.4 You acknowledge and accept that we may subcontract the performance of the Services, in whole or in part, to third parties.  

 

19. Duration, Suspension and Severability Clause

    19.1 This Agreement is effective indeterminately, without limitation as to duration, being understood that any Party may terminate it at any time, providing the other Party with written notice. For the avoidance of doubt, it is nonetheless understood that, in the case you terminate the Agreement, such termination shall have no effect in relation to the Services already requested or performed prior to the effective date of the termination and shall continue to be regulated by the Agreement until the complete performance of the Parties’ obligations in relation to such Services. Your closing of your account on the App shall be interpreted as an exercise of your right of termination.  The closing by us of your account on shall be interpreted as an exercise of our right of termination.

    19.2 You acknowledge and accept that we do not warrant in any way that the access to the App and/or the Services shall be available. Accordingly, we and our Third Party Service Providers, should the case be, reserve the right to suspend or interrupt permanently, at any time, our business and the access to the App and/or to the Services, also by suspending or deleting your account, without prejudice to the rights acquired by you in relation to the Services requested or performed prior to the suspension or the end our business.

20. Termination

    20.1 We reserve the right to terminate the provision of our Services by giving written notice to you if you breach any of the terms of this Agreement and fail to remedy such breach within 15 (fifteen) days from the date of receipt of written notice from Bridgy requesting remedy of such breach.

    20.2 Pursuant to article 1456 of the Italian Civil Code, we may terminate this Agreement with immediate effect, by way of written notice if you breach one of the following provisions: Section 4.4; Section 9.7; Section 14; Section 15.2, Annex 2. It being understood that such termination shall be without prejudice to any potential claim for damages we may be entitled to.

    20.3 Upon termination of this Agreement for any reason, you shall immediately cease all use of the App and the Services. Your access to the Bridgy App may be denied, and you must delete all related materials in your possession. Any outstanding obligations incurred prior to termination shall remain in effect.

    20.4 In case of Termination, the same conditions as per Section 17.3 shall apply.

21.  Invalidity

    21.1 If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

22. Warranties and Liability

    22.1 You acknowledge and accept that we are not the subjects providing you with the Third Party Services, therefore, in relation to these services we shall not be liable to you for mis-provision or failure to provide the Third-Party Services, as well as for any other damage, cost, burden or expense sustained by you and caused by the provision of the Third Party Services and/or in any way related to them, being the Third Party Service Providers your contractual party.

    22.2 Furthermore, we are not liable in any way for failure to perform or partial performance of our obligations by virtue of force majeure such as, including but not limited to: acts of the State and the Public Administration, acts by Public Authorities, limitations due to legal provisions, fires, floods, explosions, popular mobilizations, riots, strikes, industrial sabotage, lack of primary resources, lack of electricity, interruptions of telephone lines, lack of oil fuels and others (together, “Force Majeure”).

    22.3 With the exception of gross negligence, willful misconduct, death or physical damage, as well as damages deriving from our breach of public order regulations, to the extent permitted by the Legislative Decree no. 206/2005 (the “Consumer Code”), where you acts as a consumer, the provisions of which shall prevail in any case over what is prescribed by this clause 22.3: (i) in no case we shall be liable to you for loss of profit, potential damages or loss of opportunity, or other similar forms of damages deriving from our breach of this Agreement; and (ii) the total maximum liability which we may accrue, in whatever way, under this Agreement, shall not, in any case, exceed the amount of fees you paid to Bridgy in the 12 (twelve) months preceding the day in which the event that caused the damages occurred .

    22.4 You acknowledge and agree that your use of the App and of each of the Services is at your own risk. We do not represent or warrant that:

        a) access to the App or to any of our Services will be absent from an availability risk, and therefore the access will be continuous, uninterrupted, timely, or secure. We do not guarantee that Bridgy Services will be available at any specific time or that Bridgy Services will be free from unplanned service interruptions or network congestion;

        b) the information contained in the App or in any of the Services will be accurate, reliable, complete, or current;

        c) nor the App not any of the Services will be free from errors, defects, viruses, or other harmful elements.

No advice, information, or statement that we make should be treated as creating any warranty concerning the App or any of the Services. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of the Services.

    22.5 You acknowledge the inherent risks related to digital assets, given the nature of digital assets and their underlying technologies, including, but not limited to:

        a) Failures, defects, hacks, exploits, protocol errors, or unforeseen circumstances occurring in relation to a digital asset or the technologies or economic systems on which the digital asset relies;

        b) Technological developments that lead to the obsolescence of a digital asset;

        c) Delays causing the failure to settle a transaction on the expected delivery date;

        d) Attacks on the protocol or technologies on which a digital asset depends, including, but not limited to: (i) distributed denial of service; (ii) subtle attacks; (iii) phishing; (iv) social engineering; (v) hacking; (vi) smurfing; (vii) malware; (viii) double spending; (ix) majority-mining, consensus-based, or other mining attacks; (x) misinformation campaigns; (xi) forks; and (xii) spoofing.

23. No Investment Advice – Taxes and Tax Return

    23.1 The Services and information provided through the Bridgy App do not constitute, and should not be construed as, investment advice, financial planning, or any other form of professional advisory service. Bridgy does not offer recommendations or guidance regarding the purchase, sale, or holding of any cryptocurrencies or other digital assets. Users are solely responsible for conducting their own research and seeking independent professional advice before making any decisions.

    23.2 Bridgy is not an intermediary, agent, or advisor and has no fiduciary relationship or obligation towards you in relation to any transaction or other decision or activity undertaken by users using Bridgy Services. We do not control whether the use of Bridgy Services aligns with your financial goals. It is your responsibility to assess whether their financial resources are adequate for your activity with us and for your risk tolerance in the Services you use.

    23.3 Bridgy does not file tax declarations on your behalf. It is your responsibility to report and remit the correct tax information to the appropriate tax authority and to take all necessary steps to pay taxes in accordance with applicable laws. You agree that Bridgy is not responsible for determining whether taxes apply to your trades, nor for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions.

24. Taxation of crypto and digital assets is uncertain, and you are responsible for determining any applicable taxes that may apply to you and for their implementation when conducting transactions through Bridgy Services. It is your responsibility to report and pay any taxes that may arise from transactions on Bridgy Services, and you acknowledge that Bridgy does not provide legal or tax advice regarding such transactions. If you have any concerns about tax treatment or obligations when using Bridgy Services, you may wish to seek independent advice.

25. You acknowledge that, when, where, and as required by applicable law, Bridgy will report information related to transactions, transfers, distributions, or payments to the relevant regulatory and tax authorities or other public authorities. Similarly, when, where, and if required by applicable law or by the authorities, Bridgy may withhold taxes related to your transactions, transfers, distributions, or payments.

26. Current legislation may also require Bridgy to request additional tax information, status, certificates, or documentation from you. You acknowledge that failure to respond to such requests within the specified time frames may result in Bridgy withholding taxes to be remitted to tax authorities as defined by applicable law. You are encouraged to seek professional, personalized tax advice regarding the above and before conducting any digital asset transactions.

 

27.  Indemnification

    27.1 You agree to hold harmless, release, defend, and indemnify Bridgy, our affiliates and our affiliates’ respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the “Bridgy Parties”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or relating to: (a) your access and use of any of the Services; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party’s access and use of any of the Services with your assistance or using any device or account that you own or control; and (d) any dispute between you and (i) any other user of any of the Services or (ii) any of your own customers or users.

    27.2 We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against any Bridgy Party without our written consent.

 

 

 

28. Governing Law – Competent Courts – Dispute Resolution

    28.1 You agree that the laws of Italy and the Courts of Italy, without regard to principles of conflict of laws, govern this Agreement and any dispute between you and us.

    28.2 We will use our best efforts to resolve any potential disputes through informal, good faith negotiations but in case this is not possible, where you act as a “consumer”, pursuant to the definitions contained in the Consumer Code, the competent forum shall be that of the place where you are resident or have elected domicile within the Italian territory.

    28.3 You also have the right to submit your complaint in any official language of the European Union to the European Commission’s ODR (Online Dispute Resolution) platform at the following link: https://ec.europa.eu/consumers/odr/. The complaint will then be forwarded to your local dispute resolution body.

 

 

 

ANNEX 1 – Verification Procedures

Bridgy and/or Third-Party Service Providers use multi-level systems and procedures to collect and verify information about you in order to protect Bridgy and the community from fraudulent users, and to keep appropriate records of Bridgy’s customers.

Verification procedures may be carried out directly by us, in partnership with a third-party service provider, or solely through a Third-Party Service Provider, as Bridgy may fit more appropriate.

Your access to one or more Services or the Bridgy App, and limits imposed on your use of the Services, and any changes to such limits from time to time, may be based on the identifying information and/or proof of identity you provide to Bridgy and /or the Third-Party Service Providers.

Bridgy may require you to provide or verify additional information, or to wait some amount of time for the necessary verifications, before permitting you to use any Services.

 

 

ANNEX 2 – Bridgy Prohibited & Conditional Use Policy

Effective Date: 13 November 2024

The policies below play an important role in keeping our ecosystem safe and apply to your Bridgy Account, and use of the Services (as defined in the Agreement). For further information, refer to our Agreement or if you have questions about how these requirements apply to you, please contact us at contact@bridgy.com.

1. Type of prohibited activity

You shall not use your Bridgy Account nor the Services available through the App to engage in the following categories of activity: 

• Business and Commercial Use: A Bridgy account is intended for personal use only and may not be used for business-related purposes. Any use of the account for commercial or business activities, business practices, and professional sale of services and goods are strictly prohibited.

• Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries of Italy and the United Kingdom, where Bridgy conducts business, or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information.

• Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Bridgy App that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorised access to the Bridgy App, other Bridgy Accounts, computer systems or networks connected to Bridgy, through password mining or any other means; use Bridgy Account information of another party to access or use the Bridgy App, except in the case of specific merchants and/or applications which are specifically authorised by a user to access such user’s Bridgy Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Bridgy.

• Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any Bridgy Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Bridgy App about others, including without limitation email addresses, without proper consent.

• Fraud: Activity which operates to defraud Bridgy, Bridgy users, Third Party Service Providers or any other person; provide any false, inaccurate, or misleading information to Bridgy.

• Data Collection: Conduct any systematic or automated data collection activities (including, but not limited to, scraping, data mining, and data harvesting) on or in relation to the App without the explicit written consent of Bridgy.

• Unlawful Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are not sanctioned by a governmental body or regulatory authority.

• Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Bridgy intellectual property, name, or logo, including use of Bridgy trade or service marks, without express consent from Bridgy or in a manner that otherwise harms Bridgy or the Bridgy brand; any action that implies an untrue endorsement by or affiliation with Bridgy.

• Automation: Access or otherwise interact with the App through the use of robots, spiders, or other automated means, except for search engine indexing or with the explicit written consent of Bridgy.

The specific types of use listed above are representative, but not exhaustive. If you are uncertain as to whether or not your use of Bridgy involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at contact@bridgy.com.