NeoCB Terms of Service

These Terms are between Curvegrid Inc., a Japanese corporation ("Curvegrid", "we", "us"), and the individual or organization identified as the customer when registering for NeoCB ("you", "Customer"). An Individual may be a Customer only if acting in the course of or for the purposes of their trade, business or profession. These Terms apply to both free and paid plans.

Important: NeoCB provides self-custodial wallet software and, where available, connections to external wallets or accounts. Curvegrid does not provide asset custody, a bank account or asset insurance. Signing, control and recovery depend on the wallet type described in Section 3. You can lose all your Digital Assets or access to them. Section 15 allocates liability and loss. No provision overrides rights that applicable law does not allow you to waive.

1. Agreement and eligibility

1.1 This agreement takes effect when you accept these Terms through the acceptance process or a signed order. "NeoCB" means the wallet applications, APIs, signing-coordination services and related software that we provide. "Digital Assets" means crypto-assets, stablecoins, tokens and other blockchain-based assets or rights.

1.2 Individual customers must be at least 18 years old and able to enter this agreement personally or through a lawful representative. A person accepting these Terms on behalf of an organization must have authority to bind it. The organization, not its employees or representatives, is the Customer; acceptance does not make them personal guarantors.

1.3 All Customers under these Terms are "Business Customers". NeoCB is not offered under these Terms for personal, family, household or other consumer purposes. By accepting these Terms, an Individual Customer represents that they are acting in the course of or for the purposes of their trade, business or profession.

1.4 You may use NeoCB for your own assets or, for an organization, that organization's assets. Providing custody, managed wallets or other financial services for third parties through NeoCB requires our prior written approval and any legally required permissions. We may restrict availability to supported jurisdictions.

2. What NeoCB provides

2.1 NeoCB provides technology to prepare, approve, sign, broadcast and record customer-directed blockchain transactions, as supported by your plan. Curvegrid is a software provider, not a financial institution. Under this agreement, Curvegrid does not provide deposits, asset custody, exchange or brokerage services, discretionary asset management, or investment, legal or tax advice.

2.2 NeoCB does not provide fiat on-/off-ramping. Any separately obtained banking, exchange or other financial service is supplied by its provider under a separate agreement, not by Curvegrid under these Terms. The display of an asset or provider does not constitute an endorsement or guarantee.

2.3 You retain your lawful rights in your Digital Assets. Nothing in these Terms grants Curvegrid any ownership, lien, lending right or right to use your Digital Assets for its own purposes. We do not insure assets or guarantee their value, redemption or recovery. Any protections attached to a separate financial product depend on that product, not NeoCB.

3. Signing, self-custody and recovery

3.1 A wallet using NeoCB's native signing service (a "Native Wallet") uses a two-party, two-of-two cryptographic signing arrangement. We hold a server-side key share that is insufficient, by itself, to sign a transaction or transfer Digital Assets. Signing also requires participation using the customer-controlled key share. You authorize us to participate in this process only within the instructions and permissions you authorize through NeoCB.

3.2 For Native Wallets, normal signing depends on both your participation and our service being available. Self-custody does not mean uninterrupted access or that you can transact without us. Before live Native Wallet activation, we will disclose the supported recovery process (if any) and its material limitations. You must not assume independent recovery exists unless that process expressly supports it and you have completed its requirements. Curvegrid, whether acting alone or together with any affiliate, subcontractor, service provider or recovery provider, cannot restore, replace or bypass the customer-controlled key share in a manner that permits a transfer of Digital Assets without your participation.

3.3 You must protect any key shares, private keys, credentials, devices and recovery material you control, complete the supported backup steps, and maintain the necessary recovery participants. Losing or compromising these can cause permanent loss. A password reset, identity check, inheritance document or support request does not replace missing cryptographic material. We will not treat identity verification alone as authority to bypass the supported signing or recovery controls. You must keep backups and recovery contacts current and safely test supported recovery as instructed. Recovery may use different controls from normal signing; you must review the disclosed requirements before relying on it.

3.4 Where we make connectivity available, you may connect a compatible third-party wallet or account (an "External Wallet"). We may limit supported providers, connection methods and functions; we do not commit to providing any particular integration or future feature. The Native Wallet signing arrangement does not apply to External Wallets. Their key management, signing, recovery and service availability depend on their software or provider and applicable terms. A third-party custodian may hold or control assets under a separate agreement with you; such an account does not become self-custodial merely by connecting it to NeoCB. Curvegrid does not become the custodian by providing connectivity.

3.5 You must connect only External Wallets you are authorized to use and may grant only the permissions needed. NeoCB controls apply only to functions the connection actually supports; transactions outside NeoCB may bypass its approvals, limits and alerts. You must review the disclosed limitations and any independent wallet controls. Connection does not authorize us to bypass agreed approvals or make discretionary asset decisions. You remain responsible for the permissions you grant and revoke, subject to Section 15.

4. Accounts, authority and security

4.1 You must provide accurate information, keep contact details current, secure your accounts and devices, use available security controls, and install required security updates. You must notify support@curvegrid.com promptly of suspected compromise and take reasonable steps to limit further harm. You must never send your customer-held key share or recovery secrets to support staff. You must reasonably cooperate with incident investigations and preserve relevant available records without disclosing signing or recovery secrets.

4.2 An organization must appoint and supervise its authorized users, set appropriate approval and recovery rules, and promptly revoke departing or compromised users. Subject to Section 15 and applicable law, you are responsible for your authorized users' compliance and for the instructions they give within their authority. You must maintain appropriate succession and business-continuity arrangements.

4.3 We may reasonably rely on instructions authenticated through the agreed controls, unless we know or reasonably should know they are unauthorized. Authentication is not conclusive proof of legal authority. We do not adjudicate internal, ownership or inheritance disputes and may require reliable evidence or lawful directions before acting.

4.4 For API access or customer-built integrations, you must safeguard and rotate credentials, use appropriately limited permissions, comply with documented rate limits, and test changes before live use. You must check responses and implement appropriate retry and duplicate-prevention controls. You are responsible for your applications and their configuration, subject to Section 15. No integration changes the signing authority granted under Section 3.

5. Customer verification

5.1 We may request information reasonably needed to verify identity, age, address, legal existence, authority, ownership or control, intended use, sanctions exposure, or, where risk justifies it, source of funds or wealth. We may use verification providers and conduct proportionate follow-up checks. These checks support eligibility, security and compliance; they do not certify asset ownership, legality or investment suitability.

5.2 You must provide accurate, reasonably requested information and notify us of material changes. We may decline onboarding or restrict or suspend service for incomplete, misleading or unresolved information, subject to Section 17. Information handling remains subject to Section 12. Verification does not authorize us to move assets or promise that another provider will accept you.

6. Transactions and asset risks

6.1 You must check the network, recipient, any required memo or tag, asset, amount, fees, contract interaction and permissions before approving or signing. Instructions include transfers, messages, token approvals and delegations. An on-chain approval or delegation that you authorize may permit the relevant smart contract or other authorized third party to move Digital Assets later, within the scope of that approval or delegation, without a new NeoCB signature or further participation by you or Curvegrid. Any such later movement occurs pursuant to the on-chain permission you previously granted and does not authorize Curvegrid, any affiliate or any service provider acting for Curvegrid to initiate or execute a transfer without your participation. You must review any automation's scope, limits and revocation method before enabling it. You must check the actual request on your signing device or wallet, not only the NeoCB summary. You must not sign requests you cannot adequately verify.

6.2 Blockchain transactions are generally irreversible. Signing or broadcast does not guarantee execution, order, timing or finality. Transactions may fail, be delayed, be reorganized or incur fees without achieving their purpose. Batches may complete only in part. We cannot promise to reverse an instruction or recover assets sent to an incorrect or unsupported destination. A timeout or error does not establish that an instruction failed. You must check the relevant blockchain or provider records before retrying, to avoid duplicate execution. Status updates and webhooks may be delayed, duplicated or missed.

6.3 You accept the economic risks of your asset choices and instructions, including market loss, depegging, issuer or counterparty failure, freezes, protocol changes, smart-contract or bridge exploits, malicious approvals, phishing, insider misconduct, cryptographic weaknesses, software defects and outages. Loss may be total and permanent. Nothing in this acknowledgement excludes or limits any liability preserved under e Section 15.

7. Free plans, paid plans and fees

7.1 Free plans are for evaluation and testing, and may not be used for ongoing asset management or other production use, unless we agree otherwise in writing. You must use test assets; real-asset testing requires our express approval and compliance with notified limits. Free plans may have feature, support and usage limits. Paid-plan features, fees, applicable taxes and commercial conditions, including duration, renewal and cancellation where relevant, will be disclosed before you agree to them or specified in an accepted order. A free plan will not become paid without your express agreement. No plan is promised indefinitely.

7.2 You must pay the charges you agree to when due. Network fees, third-party charges and your own equipment and connectivity costs are separate unless expressly included. We will not debit wallet assets to collect a debt under these Terms. Changes to agreed prices or commercial conditions require your agreement or a lawful change under Section 18 and will not apply retroactively.

7.3 You may cancel through the available NeoCB controls or by contacting support@curvegrid.com. Agreed cancellation conditions apply, subject to mandatory rights. Fees properly incurred before cancellation remain payable. Refunds follow the accepted purchase conditions and applicable law; if we discontinue a paid service for our convenience, we will refund amounts paid for the portion not provided. Nothing removes rights to cancellation, price reduction, restitution or refunds available by law.

8. Third parties and information

8.1 Customer-selected wallets, custodians, networks, issuers, protocols, applications and financial providers operate independently of Curvegrid. Their terms, fees and risks apply to your dealings with them. We do not guarantee their performance. Our use of subcontractors to deliver NeoCB does not, by itself, remove our responsibility for our own contractual obligations, subject to Section 15. Enabling a third party integration authorizes the exchange of the data and instructions needed for its disclosed functions, subject to Section 12 and any separately required consent. We will disclose any referral fee or other material commercial interest where required by law.

8.2 Balances, valuations, simulations, alerts, accounting outputs and any AI-generated material may be incomplete, delayed or incorrect. You must review them before relying on them or exporting them to another system. They are not professional advice or a guarantee that a transaction is safe or lawful. Responsibility for our own performance remains governed by Section 15. The absence of a warning is not an assurance of safety; unless expressly agreed, we do not undertake to manually review transactions or detect every threat. You must maintain independent records and verify reconciliations. You are responsible for your own tax filings and other reporting obligations.

9. Acceptable use

You must not use NeoCB for unlawful activity, fraud, money laundering, terrorist financing, sanctions evasion or infringement; impersonate others; introduce malware; access another customer's data; bypass security or plan limits; or materially disrupt the service. You must comply with applicable sanctions and export-control laws. You must not conduct intrusive security testing without permission, except where applicable law protects the activity. You must report vulnerabilities responsibly to support@curvegrid.com.

10. Exclusion of anti-social forces

10.1 Each party represents that neither it nor its directors or controlling persons is an organized crime group, a member or a person who ceased membership less than five years ago, a corporate extortionist, or an equivalent anti-social force. Neither party will knowingly fund, support, use, be controlled by or maintain improper business relationships with such persons.

10.2 Neither party will use violence, threats, extortion, fraudulent obstruction or unlawful demands, directly or through another person, in connection with this agreement. The other party may terminate immediately for a false representation or breach of this section, subject to Section 17 and applicable law. This section does not prohibit lawful complaints or enforcement of rights.

11. Service standards and availability

11.1 We will use reasonable care and skill in providing NeoCB and maintain security measures appropriate to the service and applicable law. NeoCB is not guaranteed to be uninterrupted, error-free, immune to attack, or compatible with every asset, device or network. No service-level or response-time commitment applies unless expressly agreed in writing.

11.2 We may maintain and update NeoCB and require supported software versions. Material reductions of agreed functionality and removal of network or asset support are subject to Sections 17 and 18. Emergency security measures may be taken sooner, with notice as soon as reasonably practicable and lawful. We do not promise support for forks, airdrops or newly issued assets. You must not intentionally use unsupported assets or networks through NeoCB. A displayed balance or a technically possible transfer does not establish support, compatibility or a security review. Roadmaps and demonstrations are not delivery commitments unless expressly agreed in writing, without limiting mandatory pre-contractual rights.

11.3 Experimental features will be identified as such and may be restricted or discontinued. You must not use demonstration or testnet-only functionality with real assets. The ordinary liability and exit rules still apply to free, trial and experimental use; the label alone does not remove rights or liabilities that applicable law does not allow to be waived, excluded or limited.

12. Data and privacy

12.1 We process account, verification, device, organizational and transaction information to provide, secure and administer NeoCB and meet legal obligations, under applicable data-protection law and the Privacy Policy made available at signup. We will obtain any separately required consent. We will not sell your non-public customer data or use it to train general-purpose AI models without separate permission. The Privacy Policy does not expand signing authority or override these Terms' confidentiality commitments.

12.2 You must have authority to provide data about other people and give required notices. Data and addresses submitted to a public blockchain may remain public and cannot ordinarily be deleted by us. We will notify affected customers of material security incidents without undue delay, subject to lawful restrictions and mandatory reporting duties. Retention, overseas processing and individual rights will be explained in the Privacy Policy; Section 17 separately governs signing material.

13. Confidentiality and non-disclosure

13.1 Each party must protect the other's non-public information that is marked confidential or reasonably understood to be confidential, including non-public business, security, identity and wallet-to-customer information, and Curvegrid's non-public technical designs, source code, product plans, security reports and negotiated commercial terms. Each party may use such information only to perform this agreement or exercise lawful rights, and must protect it with at least reasonable care. Disclosure is permitted to authorized users, personnel, contractors and professional advisers who need it and are bound by appropriate confidentiality duties.

13.2 This duty does not cover information lawfully public other than through a breach of confidentiality, already lawfully known, independently developed or lawfully obtained without restriction. A party may make legally required disclosures, limited to what is required, with prior notice where lawful and practicable. Neither party may publicly identify the other as a customer or supplier, or use its name or logo in publicity, without permission.

13.3 On request or termination, each party must return or delete confidential information no longer needed, except for lawful retention and routine secured backups; continuing protection applies. Duties continue after termination for as long as the information remains confidential under this section, and longer where law requires protection. Nothing restricts protected disclosures, complaints, obtaining advice or truthful accounts of one's own experience that do not reveal the other's legitimately confidential information.

14. Intellectual property

We and our licensors retain rights in NeoCB. You receive a limited, non-exclusive right to use it through your authorized users during this agreement and any applicable exit period, within your plan. You must not resell, sublicense, copy, modify or reverse engineer it except as permitted by us, applicable law or an applicable open-source license. You retain rights in your data and grant only the permissions reasonably needed to provide and secure NeoCB. You grant us a non-exclusive, perpetual, worldwide, royalty-free license to use, adapt and incorporate feedback you choose to provide, but not to disclose confidential information or personal data unlawfully.

15. Liability and allocation of loss

15.1 Overriding exceptions. Nothing in this agreement excludes or limits liability for fraud, willful misconduct or gross negligence of a party, its representatives or persons it uses to perform this agreement; death or personal injury caused by negligence; or any other liability that cannot lawfully be excluded or limited. These exceptions override every disclaimer, limitation, indemnity and risk acknowledgement in this agreement.

15.2 Business Customers: excluded losses. Subject to Section 15.1 and to the maximum extent permitted by applicable law, Curvegrid is not liable to Business Customers for loss, theft, unauthorized transfer, destruction, reduction in value or temporary or permanent inaccessibility of Digital Assets ("Digital Asset Loss"), whether direct or indirect. This applies regardless of cause, including software defects, vulnerabilities, service failures and our or our subcontractors' acts, omissions or ordinary negligence. We also exclude lost profits, yield, opportunity, goodwill and data, and indirect, consequential or special losses.

15.3 Business Customers: fallback cap. Subject to Section 15.1, our total liability for all claims arising from the same event or related events is capped at the greater of JPY 10,000 and the NeoCB fees you paid us in the 12 months before the first such event. This cap also applies where an exclusion in Section 15.2 is unenforceable but the cap is enforceable.

15.4 Application. These rules apply regardless of whether a claim is framed in contract, tort or another legal basis. Related claims do not multiply the cap by wallet, asset, transaction or authorized user. Fees exclude taxes, network fees and third-party charges. Contractual and mandatory refund or restitution obligations are not reduced by these damages caps. The price of NeoCB reflects this allocation of risk and does not purchase asset insurance. You must assess your own exposure, continuity arrangements and insurance needs.

16. Third-party claims: Business Customers only

A Business Customer must indemnify Curvegrid against third-party claims, resulting judgments, approved settlements and reasonable defense costs to the extent caused by its or its authorized users' unlawful use of NeoCB, breach of these Terms, or infringement through customer-supplied data. This does not cover the portion caused by Curvegrid's breach, negligence or misconduct. We will promptly notify you, permit you to control the defense with suitable counsel, and reasonably cooperate at your expense. Neither party may settle on terms imposing an admission, payment or other obligation on the other without its written consent.

17. Suspension, termination and exit

17.1 We may proportionately restrict or suspend affected functions where reasonably necessary for security, suspected unlawful use, a legal requirement, a material breach, overdue undisputed fees, unresolved verification or a credible authority dispute. We will give reasons where lawful and safe, review the restriction on request, and restore service when its grounds are resolved. We may act immediately when delay creates material risk.

17.2 You may end this agreement through Section 7.3. We may terminate for a material breach not cured within 14 days after notice, or immediately for an irremediable material breach, unlawful use or Section 10 breach. We may discontinue NeoCB or terminate for convenience on at least 60 days' notice. Mandatory termination rights remain unaffected.

17.3 For our termination for convenience or service discontinuation, we will use the 60-day notice period to provide a reasonable opportunity to export available records and move assets using supported functionality or recovery, with reasonable transition assistance. For customer-requested closure and other terminations or restrictions, we will provide an appropriate exit opportunity as soon as lawful, safe and technically possible. You must cooperate, act within notified deadlines and pay applicable network fees. Cancellation itself does not move assets or revoke external approvals. For External Wallets, export and recovery depend on the provider or wallet software. You must revoke unneeded external API credentials, sessions and on-chain permissions; disconnecting NeoCB alone may not revoke them. Stop using retired deposit instructions and notify relevant counterparties. You must stop using retired deposit instructions and notify relevant counterparties.

17.4 We will not deliberately delete a Native Wallet server-side share merely because a plan expires, fees are unpaid, verification fails or an account is inactive. Planned deletion must follow the exit process and specific advance notice explaining the risk of permanent loss of access, except where deletion is required by law or is reasonably necessary to address an urgent and material security risk, in which case we will give notice as soon as reasonably practicable and lawful. No independent key export or indefinite signing service is promised. If no usable migration or supported recovery route exists, we will not treat an expired notice period alone as authority to destroy material still needed for asset access.

17.5 Subject to the exit process and lawful retention, access and licenses end on termination. Accrued payment obligations, confidentiality, intellectual-property provisions, liability provisions, applicable indemnities and dispute provisions survive as needed to give them effect. We do not become entitled to any remaining assets, and termination does not erase blockchain records.

18. Changes to these Terms

We may change these Terms with your agreement or where a change benefits customers generally or is otherwise reasonable, consistent with the agreement's purpose and permitted by applicable law, including the Civil Code rules on standard terms. We will publish the changes and effective date and give at least 30 days' advance notice of material adverse changes, unless a shorter period is legally required. We will seek fresh consent where required; silence alone does not supply it. Changes will not retroactively reduce rights for events already occurring. You may reject a proposed change by cancelling before it takes effect, with the exit and refund rights above.

19. General provisions

19.1 Notices and complaints. Contact Curvegrid at support@curvegrid.com. We will send material notices to your registered email and, where practicable, in NeoCB. Notices take effect when received in accordance with applicable law. Our business address and other required seller details appear in the commercial-transactions disclosure linked at signup.

19.2 Documents and priority. These Terms and your accepted plan or order form the agreement for NeoCB. A signed amendment prevails only on matters it expressly changes; an order controls its stated commercial details. A separate signed data-processing or confidentiality agreement governs its specific subject matter. The summary fact sheet is explanatory, not a separate contract. MultiBaas terms do not apply to NeoCB merely because NeoCB uses MultiBaas. Mandatory rights and legally binding pre-contractual information remain unaffected. Customer purchase-order or procurement terms do not amend this agreement unless we expressly accept them in writing.

19.3 Assignment and subcontracting. Neither party may transfer this agreement without the other's consent, not to be unreasonably withheld, except that we may transfer it to a successor to the NeoCB business that assumes our obligations, with prior notice and no material reduction of your rights. Legal succession remains subject to law. We may use subcontractors, subject to Sections 8, 12 and 15. A transfer does not expand signing authority.

19.4 Unavoidable events. Neither party is responsible for delay to the extent caused by events beyond its reasonable control that reasonable precautions could not prevent, subject to Section 15 and mandatory law. The affected party must reasonably mitigate the effects. Cyberattacks and subcontractor failures are not automatically such events. Properly accrued payment and refund obligations remain payable.

19.5 Other terms. No partnership, employment, agency or fiduciary relationship is created merely by this agreement. A failure to enforce a provision is not a waiver. Invalid provisions are ineffective to the extent required by law; the remainder continues where legally possible. We have no unilateral right to decide whether a limitation is valid. A court may grant appropriate injunctive relief under applicable law.

19.6 Law, courts and language. Japanese law governs. Any dispute arising out of or in connection with this agreement is subject to the exclusive first-instance jurisdiction of the Tokyo District Court or Tokyo Summary Court, as appropriate. This English version governs. Any Japanese or other translation is provided for reference only unless a separate localized version expressly states that it governs for the relevant Customer. Mandatory rights remain unaffected.