Terms and Conditions

1.1. By registering an organization, activating a plan, or using BroSettlement, you accept these Terms on behalf of the Customer and represent that you are authorized to bind it. If you lack that authority, you must not activate or use the service on its behalf.

1.2. A Customer may obtain standard BroSettlement access through registration and plan activation in the application. A separately signed master services agreement is not required for a standard self-service plan. We may require a separate Order Form for custom scope, pricing, service levels, or other negotiated commitments.

1.3. The plan, included usage, limits, prices, and other commercial terms displayed to the Customer at activation form part of the agreement for that plan. An executed Order Form or service level agreement (SLA) prevails over these Terms only for the subject matter and services it expressly covers. These Terms govern everything else. Marketing materials, roadmaps, demonstrations, and technical examples do not create a separate service guarantee.

1.4. These Terms are intended for organizations using BroSettlement for business purposes. A person using the public website or documentation without activating BroSettlement remains subject to the provisions relevant to that use.

2.1. BroSettlement is an API-based wallet and settlement infrastructure service. Depending on the Customer's enabled configuration and plan, it may provide wallet provisioning, transaction workflows, MPC signing infrastructure, network broadcast, event delivery, and an operating journal. The capabilities available to a Customer are those enabled for its account and described in the current technical documentation for the relevant environment.

2.2. Production and test environments are separate. Access to a test environment does not establish availability, limits, or performance in production. Before using a production workflow, you must verify the applicable environment, enabled network, asset, transaction type, limits, and operational requirements through the application and current API documentation.

2.3. A network, asset, or feature may be unavailable or changed because of technical, security, legal, or third-party conditions. We do not guarantee continuous operation of a blockchain, token issuer, node provider, or other system outside our direct control. A specific production acceptance criterion or availability commitment applies only if we expressly agree to it in an executed Order Form or SLA.

2.4. BroWallet and BroCard are distinct products. References to them on our website do not grant access to them or include their future capabilities in BroSettlement. Product-specific terms will apply if and when they are offered.

3.1. BroSettlement supplies infrastructure for the functions enabled under your plan. Unless an executed agreement expressly states otherwise, you remain responsible for your own products, issuer or certificate programs, end-user and beneficiary relationships, instructions to transact, transaction authorization policies, and the legal and regulatory requirements applicable to your activities.

3.2. You are responsible for the accuracy of wallet addresses, network and asset selections, amounts, destination details, transaction instructions, and any compliance or risk decisions you make. Blockchain transactions may be irreversible. You must test your integration and review a transaction before authorizing it.

3.3. Where your configuration uses a Customer-operated Co-Signer or Customer-controlled signing or recovery material, you are responsible for operating and securing the components and material under your control, including access controls, backups, and your approval policy. We are responsible for the components we operate, subject to these Terms and any executed Order Form. The availability and procedure for recovery depend on the relevant network and configuration; no universal recovery method is promised by these Terms.

3.4. Our provision of technical wallet infrastructure does not make us the issuer of your assets or instruments, your legal adviser, or the party responsible for your end-user balances, certificate rights, or business compliance decisions. Any regulated service or custody role must be separately identified in an executed agreement and supported by applicable authorizations.

4.1. You must provide accurate organization and contact information, keep it current, and ensure that only authorized personnel use your account. You are responsible for activity conducted through your users, API credentials, and systems, except to the extent directly caused by our breach of these Terms.

4.2. You must protect credentials and Customer-controlled signing material, apply the current authentication requirements, and promptly notify us if you suspect compromise or unauthorized access. API access is subject to the permissions, usage limits, and security controls applicable to your plan and configuration.

4.3. You must not use the services to violate law, sanctions, or the rights of others; launder money; finance terrorism; evade access controls or usage limits; interfere with the service; or submit malicious code or unauthorized data. You must conduct any onboarding, screening, monitoring, reporting, and licensing required for your business. We may perform checks only where they are configured for a service or otherwise required by applicable law; these Terms do not promise that we will perform your compliance duties.

4.4. You must not submit identifying personal information about your end users in free-text fields, metadata, support requests, or other parts of the standard service unless we have expressly agreed to that use. Wallet addresses and transaction data may still be personal data in context; Section 10 addresses the information we collect to operate the service.

5.1. The applicable subscription fee, included usage, limits, and overage rates are those shown for your plan when you activate it, unless an executed Order Form states otherwise. We may change the price of a plan prospectively under Section 15, but will not retroactively change fees for a completed billing period.

5.2. The monthly billing period begins when a paid plan is activated. Paid plans are billed in arrears for the preceding period. If you change plans during a period, subscription charges are adjusted proportionately for the portion of the period spent on each plan, with the adjustment reflected in the next invoice or plan-change screen. Usage and overage charges are calculated under the applicable plan terms.

5.3. No subscription fee is payable in advance for the first monthly period of a paid plan. If you continue beyond that period, its subscription fee becomes payable after the period ends. If you cancel during the first monthly period, its subscription fee is not payable at cancellation. If you later resume using the same organization account, you must pay that previously unpaid first-period subscription fee before reactivation. We will present this condition when you cancel and when you reactivate. Any other accrued charges that the applicable plan expressly makes payable remain payable.

5.4. Blockchain network fees for a transaction are deducted from the wallet from which the transaction is initiated. BroLabel does not add a separate third-party charge. You must ensure that the source wallet has enough of the required network asset to cover the network fee. The fee charged by a blockchain is outside our control and may change between estimation and execution.

5.5. Each party is responsible for taxes imposed on its own business or income. You are responsible for taxes arising from your transactions, assets, services, and activities. We are responsible for taxes imposed on our own business or income. Any mandatory taxes on BroLabel's invoiced services will be handled as applicable law requires and shown on the invoice.

5.6. You must pay invoices by their stated due date. If you dispute an invoice, contact us promptly at the support address in Section 17 with the grounds for your dispute. A dispute does not postpone payment of undisputed amounts.

6.1. Non-payment alone does not delete your account or immediately suspend the whole service. From the invoice due date until deactivation under Section 6.2, while an invoice remains unpaid, you may continue to initiate transactions using existing wallets, but you may not create new wallets.

6.2. If an invoice remains unpaid for three calendar months after its due date, the wallets and API keys associated with the organization account become inactive in BroSettlement and are no longer serviced through BroSettlement. The account itself is not deleted solely for non-payment. We will use the registered contact details to notify you of the restriction and impending deactivation where reasonably practicable.

6.3. These restrictions affect BroSettlement's service. They do not deactivate an address on a public blockchain, transfer ownership of digital assets to BroLabel, or reverse a blockchain transaction. The ability to transact independently of BroSettlement depends on the Customer's signing material and the network-specific recovery procedure, if available.

6.4. When you pay the outstanding debt, a new billing period begins. Restoration of service after the three-month deactivation may require security and technical checks, including replacement of inactive API keys. Contact support to complete those steps. We do not charge a separate reactivation fee unless it is expressly agreed with you.

7.1. Standard support is available through support@brolabel.io and the contact form on the BroLabel website. We will use commercially reasonable efforts to review requests, respond, and address incidents. Unless an executed SLA states otherwise, these Terms do not promise a numerical uptime, response or resolution time, recovery-time objective, recovery-point objective, or service credit.

7.2. We may perform planned or urgent maintenance and may restrict an affected feature, network, or asset where reasonably necessary for security, legal compliance, or service integrity. We will give advance notice of material planned maintenance where reasonably practicable. We may make urgent changes without advance notice when delay would create a material risk.

7.3. We may update technical documentation and API parameters. For changes that materially disrupt an existing supported integration, we will use commercially reasonable efforts to provide advance notice, except where an urgent security, legal, or third-party requirement prevents it. A separate Order Form may set different change-control obligations.

8.1. We may immediately suspend or restrict the affected account, API key, wallet service, asset, network, or function if we reasonably believe it is necessary to address unlawful use, fraud, sanctions risk, compromised credentials, a security incident, a threat to the service or other customers, or a legally valid request or order from a competent authority. We may act without advance notice where notice is impracticable, unsafe, or prohibited by law.

8.2. We will make a restriction proportionate to the issue where reasonably practicable and will inform you of the action and reason when lawful and reasonably safe to do so. For a material breach that can be remedied without immediate risk, we will provide notice and a reasonable opportunity to cure before termination.

8.3. A service restriction does not itself authorize BroLabel to take ownership of Customer assets. Any action concerning a blockchain address or transaction remains subject to the applicable technical capabilities, Customer controls, and law.

9.1. You may export the account and transaction information available to you through the application or the documented API. You are responsible for making and keeping the copies you require for your accounting, compliance, and business continuity. The scope and format of available exports are those provided by the service at the time of export.

9.2. You may cancel your plan through the process available in the application or by contacting support. Cancellation stops future plan use as shown in that process; it does not cancel fees already payable, except for the first-period treatment in Section 5.3.

9.3. You may request deletion of your organization account. We may require verification that the request is made by an authorized representative. Once completed, deletion of account access is irreversible and the account cannot be restored. You should export the information you need before requesting deletion and address any remaining assets using the applicable wallet and recovery procedures.

9.4. We may retain information where required by law or reasonably necessary for accounting, security, dispute resolution, or enforcement of these Terms, consistent with our Privacy Policy. Information recorded on a public blockchain cannot be deleted by BroLabel. Deleting an account does not delete a blockchain address or reverse a transaction.

9.5. Assistance with migration to another provider, including any network-specific key or asset migration work, is not included in a standard plan. Its scope, feasibility, timing, and price must be separately agreed.

10.1. The standard BroSettlement service is not offered on the basis that BroLabel processes identifying personal information about your end users on your behalf. Do not submit such information unless a separate written agreement covers the relevant processing. A data processing agreement is not automatically part of these Terms.

10.2. We may collect and use account contact details, API and security logs, wallet activity, transaction metadata, and other information described in our Privacy Policy to operate, secure, and administer the service. Your own obligations concerning any personal data in your product or in information you submit remain your responsibility.

10.3. If a proposed use case would require BroLabel to process personal data on your behalf, the parties must first assess their respective legal roles and agree any legally required terms for that use case. No such processing is authorized merely by activating a standard plan.

11.1. BroLabel and its licensors retain their rights in the services, software, APIs, documentation, website content, and trademarks. We grant you a limited, non-exclusive, non-transferable right to use the services and documentation during your active entitlement, solely to operate your permitted integration under these Terms.

11.2. You retain your rights in your own software, brands, business records, and content. You grant us only the rights reasonably necessary to process your instructions and provide the services.

11.3. Neither party may use the other's name, logo, or trademarks in marketing, a public partner list, or co-branding without that party's prior written consent. Referral fees, revenue sharing, preferred-provider status, exclusivity, or protection of introduced customer relationships require a separate written agreement.

12.1. Public blockchains, network validators, token issuers, and independent providers may fail, change, delay, reject, reorganize, or reverse the apparent status of a transaction. You must allow for those risks in your own confirmations, reconciliation, and end-user policies.

12.2. We do not provide legal, tax, investment, or accounting advice through the services. You are responsible for deciding whether any transaction or asset is suitable or lawful for your business.

12.3. Except for the express commitments in these Terms or an executed Order Form or SLA, and to the extent permitted by applicable law, the services are provided without a warranty of uninterrupted operation, error-free results, or fitness for a particular Customer program.

13.1. To the maximum extent permitted by applicable law, BroLabel is not liable for indirect, incidental, special, consequential, or punitive loss, including lost profits, lost business opportunities, or business interruption. BroLabel is not responsible for loss caused by a Customer instruction or control, a Customer-operated Co-Signer, compromised Customer credentials, an unsupported workflow, or an external blockchain or third-party system, except to the extent directly caused by BroLabel's own breach of these Terms.

13.2. Except where applicable law prohibits such a limit, BroLabel's total aggregate liability for claims arising out of or relating to the affected service will not exceed the fees actually paid by the Customer for that service during the twelve months before the event giving rise to the claim. An executed Order Form may expressly set a different cap.

13.3. Nothing in these Terms excludes or limits liability for intentional non-performance or any other liability that applicable law does not allow the parties to exclude or limit. The limitations in this Section apply only to the extent they are valid under applicable law.

14.1. These Terms begin when accepted and continue while you use the covered services, unless terminated under this Section. You may stop using the public website at any time and may cancel a BroSettlement plan as described in Section 9.

14.2. We may terminate an account for a material breach after notice and a reasonable opportunity to cure where the breach can be cured without immediate risk. We may terminate immediately where continued service would be unlawful, where a competent authority requires it, or where a serious security or fraud risk cannot reasonably be managed by a narrower restriction. Non-payment by itself is handled under Section 6.

14.3. Provisions that by their nature should continue after termination, including accrued payment obligations, intellectual property, data retention, liability limitations, and dispute resolution, remain effective.

15.1. We will publish the current version of these Terms with its effective date. Material changes that adversely affect an existing Customer will be notified through the application or to the Customer's registered contact before taking effect, unless an earlier change is required by law or an urgent security need. Continued use after the effective date constitutes acceptance of the updated Terms; if you do not accept them, you may cancel before that date, subject to fees already payable.

15.2. A signed Order Form or SLA may be amended only in the manner specified in that document. A website or documentation update does not silently amend an executed individual commitment.

16.1. These Terms are governed by the laws of the Republic of Estonia.

16.2. Any dispute arising out of or relating to these Terms or the services will be resolved by the competent courts of Tallinn, Estonia, unless mandatory law requires another court or an executed agreement expressly provides otherwise. These Terms do not require arbitration.

16.3. The English version of these Terms controls if a translation differs.

For support and account matters, contact support@brolabel.io or use the contact form on the BroLabel website. For legal or contract matters, contact legal@brolabel.io. For privacy inquiries, contact privacy@brolabel.io.