Terms of Service

1. Introduction

Welcome to Bread, a software platform and mobile application provided by SatRepublic Technologies, Inc. (“SatRepublic,” “we,” “our,” “us”). These Terms of Service (“Terms”) govern your access to and use of the Bread application, website, APIs, smart contract interactions, and all related products, tools, and services (collectively, the “Services”).

Bread is a Bitcoin-backed neobank application that enables users to create and manage non-custodial wallets, send and receive digital assets, execute token swaps, earn rewards, view market and liquidity pool data, purchase digital assets with fiat currency, and interact with the Bitcoin, Spark, and Flashnet ecosystems.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, do not access or use the Services.

2. Eligibility

By using the Services, you represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater
• You have the legal capacity and authority to enter into these Terms
• You are not a resident of, or located in, any jurisdiction where the use of the Services would be prohibited by applicable law or regulation
• You are not listed on any government list of prohibited or restricted parties, including but not limited to the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Department of Commerce's Denied Persons List, or any similar list maintained by any other governmental authority
• Your use of the Services will comply with all applicable local, state, national, and international laws and regulations

3. Description of Services

3.1 Non-Custodial Wallet

Bread provides non-custodial wallet functionality that allows you to generate, store, and manage cryptographic key pairs on your device; send, receive, and store Bitcoin and other supported digital assets; view transaction history, balances, and portfolio information; and interact with the Bitcoin blockchain and Spark network.

3.2 Token Swaps and Trading

Through our integration with Flashnet, Bread enables you to execute token swaps between supported digital assets, interact with automated market maker (AMM) trading systems and bonding curves, access liquidity pool data including token pairs, volumes, and pricing, and participate in token trading on supported protocols.

3.3 Rewards

Bread provides access to rewards programs facilitated through Flashnet, including incentive mechanisms tied to platform usage, trading activity, and ecosystem participation. Reward structures, eligibility criteria, and distribution schedules are subject to change at any time without prior notice.

3.4 Market Data and Trending Tokens

Bread displays market data including trending tokens, pool statistics, token pricing, volume data, and related analytics sourced from Flashnet and other third-party providers. This data is provided for informational purposes only and may be delayed, inaccurate, or incomplete.

3.5 Spark Network Integration

Bread integrates with the Spark network and uses SparkScan APIs to retrieve network data including address balances, transaction histories, token information, and network state. Spark-based transactions may involve statechain transfers, token operations, and other protocol-specific interactions.

3.6 Fiat On-Ramp and Off-Ramp (MoonPay)

Bread integrates with MoonPay, a licensed third-party money services provider, to enable you to purchase digital assets using fiat currency (credit card, debit card, bank transfer, or other supported payment methods) and sell digital assets in exchange for fiat currency. When using fiat services, you interact directly with MoonPay. MoonPay independently performs identity verification (KYC), collects payment information, processes transactions, and complies with applicable financial regulations. SatRepublic is not a party to your transaction with MoonPay. Your use of MoonPay's services is governed by MoonPay's own terms of service and privacy policy, available at moonpay.com/legal. SatRepublic does not receive, store, or process your KYC documentation, government-issued identification, or payment method details. SatRepublic does not guarantee the availability, pricing, speed, or success of any MoonPay transaction.

3.7 Token Launching

Users may create and launch tokens through supported protocols. Token launching involves interaction with bonding curves, single-sided pools, and AMM-style systems. Token creation carries significant risk, and you are solely responsible for compliance with all applicable laws and regulations related to the creation, distribution, and sale of digital assets.

4. Non-Custodial Architecture and User Responsibility

4.1 Self-Custody

Bread is a non-custodial platform. This means:

• Your private keys and recovery phrases are generated and stored exclusively on your device
• SatRepublic does not have access to, custody of, or control over your private keys, recovery phrases, or digital assets at any time
• SatRepublic cannot reverse, cancel, or modify any blockchain transaction once broadcast
• SatRepublic cannot recover lost or stolen private keys, recovery phrases, or digital assets

4.2 Your Responsibility

You are solely and exclusively responsible for:

• Securely storing and backing up your private keys and recovery phrases
• Maintaining the security of your device and any authentication credentials
• All transactions initiated from your wallet, whether authorized by you or not
• Verifying all transaction details (recipient address, amount, fees) before confirming any transaction
• Understanding the risks associated with digital assets, blockchain technology, and decentralized protocols
• Complying with all applicable tax obligations arising from your use of the Services

4.3 Irrecoverable Loss

YOU ACKNOWLEDGE AND AGREE THAT IF YOU LOSE ACCESS TO YOUR PRIVATE KEYS OR RECOVERY PHRASE, YOUR DIGITAL ASSETS WILL BE PERMANENTLY AND IRRECOVERABLY LOST. SATREPUBLIC HAS NO ABILITY TO RESTORE ACCESS TO YOUR WALLET OR RECOVER YOUR ASSETS.

5. Digital Assets

5.1 Supported Assets

Bread supports Bitcoin, Spark tokens, and other digital assets as made available through integrated protocols. The list of supported assets may change at any time.

5.2 Nature of Digital Assets

You acknowledge and understand that digital assets are highly speculative, volatile, and experimental in nature. The value of any digital asset may fluctuate significantly and may decrease to zero. Past performance is not indicative of future results. Digital assets are not legal tender, are not backed by any government, and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency. User-created tokens may have no inherent value and may be illiquid.

5.3 No Investment Advice

SatRepublic does not provide investment, financial, tax, or legal advice. All market data, trending token information, pool statistics, and related content displayed in the App is provided for informational purposes only and should not be construed as a recommendation to buy, sell, or hold any digital asset. You should consult qualified professionals before making any financial decisions.

6. Third-Party Services and Integrations

6.1 Third-Party Providers

The Services integrate with third-party providers including, but not limited to:

• Flashnet: Token swaps, rewards, trending data, liquidity pools, bonding curves, and market data
• SparkScan: Spark network data, address balances, transaction history, and network state
• MoonPay: Fiat-to-crypto and crypto-to-fiat conversion services

6.2 Third-Party Terms

Your use of third-party services is subject to each provider's own terms of service and privacy policy. SatRepublic is not responsible for and makes no representations regarding the availability, accuracy, security, performance, or reliability of any third-party service. Third-party services may experience downtime, errors, delays, or failures that are beyond SatRepublic's control.

6.3 No Endorsement

Integration with or display of third-party content, tokens, or services does not constitute an endorsement, recommendation, or guarantee by SatRepublic. The appearance of any token in trending lists, pool data, or search results does not imply that SatRepublic has reviewed, verified, or approved that token or its creators.

7. Fees

7.1 Blockchain and Network Fees

You are responsible for all blockchain network fees (gas fees, miner fees, transaction fees) associated with your transactions. These fees are paid to network validators and miners, not to SatRepublic. Network fees are determined by network conditions and are not controlled by SatRepublic.

7.2 Swap and Protocol Fees

Token swaps and other protocol interactions may incur fees charged by the underlying protocols (such as Flashnet). These fees are disclosed at the time of the transaction and are non-refundable.

7.3 Service Fees

SatRepublic may charge service fees for certain features or transactions. Any such fees will be clearly disclosed before you confirm a transaction.

7.4 MoonPay Fees

Fiat on-ramp and off-ramp transactions processed through MoonPay are subject to MoonPay's own fee schedule, which is disclosed during the purchase or sale process. SatRepublic does not control MoonPay's fees.

7.5 Non-Refundable

All fees, whether paid to blockchain networks, third-party protocols, MoonPay, or SatRepublic, are final and non-refundable.

8. Prohibited Uses

You agree not to use the Services to:

• Violate any applicable law, regulation, or legal obligation
• Engage in fraud, money laundering, terrorist financing, or other financial crimes
• Create, distribute, or trade tokens for the purpose of defrauding others, manipulating markets, or conducting pump-and-dump schemes
• Circumvent, disable, or interfere with any security features of the Services
• Attempt to gain unauthorized access to the Services, other user accounts, or any related systems or networks
• Use automated scripts, bots, or other tools to access or interact with the Services without SatRepublic's prior written consent
• Transmit malware, viruses, or any other malicious code
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Engage in any activity that imposes an unreasonable or disproportionate load on our infrastructure
• Use the Services from any jurisdiction where such use is prohibited
• Facilitate or assist any third party in doing any of the above

SatRepublic reserves the right to restrict, suspend, or terminate your access to the Services at any time if we reasonably believe you are engaging in prohibited activity.

9. Risks of Blockchain Technology and Digital Assets

By using the Services, you acknowledge and accept the following risks:

• Market Risk: Digital asset prices are highly volatile and may experience rapid and significant declines
• Technology Risk: Blockchain networks may experience congestion, forks, reorganizations, consensus failures, smart contract vulnerabilities, or protocol-level bugs
• Regulatory Risk: The regulatory landscape for digital assets is evolving and uncertain; changes in law or regulation may adversely affect the value, functionality, or legality of digital assets or the Services
• Counterparty Risk: Third-party services (including Flashnet, SparkScan, and MoonPay) may fail, become unavailable, or act in ways that adversely affect you
• Liquidity Risk: Some digital assets may have limited liquidity, making it difficult or impossible to sell or exchange them
• Smart Contract Risk: Interactions with bonding curves, AMMs, and other on-chain mechanisms may result in unexpected outcomes, including total loss of funds
• Irreversibility: Blockchain transactions are generally irreversible once confirmed; sending assets to the wrong address may result in permanent loss
• Front-Running and MEV: On-chain transactions may be subject to front-running, sandwich attacks, or other forms of miner/validator extractable value (MEV)
• Security Risk: Despite our security measures, no system is completely secure; hacking, phishing, and other attacks may result in loss of assets

YOU ACCEPT ALL OF THESE RISKS AND AGREE THAT SATREPUBLIC IS NOT RESPONSIBLE FOR ANY LOSSES RESULTING FROM THESE OR SIMILAR RISKS.

10. Intellectual Property

10.1 Ownership

All intellectual property rights in the Services, including but not limited to the App, website, logos, trademarks, trade names, and proprietary technology, are owned by or licensed to SatRepublic. Nothing in these Terms grants you any right, title, or interest in our intellectual property except the limited license to use the Services as described herein.

10.2 Limited License

Subject to your compliance with these Terms, SatRepublic grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use.

10.3 User Content

You retain ownership of any content you create or submit through the Services. By using the Services, you grant SatRepublic a non-exclusive, worldwide, royalty-free license to use, display, and process such content solely to the extent necessary to provide the Services.

11. Disclaimers and No Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SATREPUBLIC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, SatRepublic does not warrant that:

• The Services will be available, uninterrupted, timely, secure, or error-free
• Any transaction will be successfully processed, confirmed, or completed
• Market data, pricing, pool statistics, or other information will be accurate, complete, or current
• The Services will meet your requirements or expectations
• Any defects or errors in the Services will be corrected
• The Services are free of viruses or other harmful components

SATREPUBLIC IS NOT A BANK, FINANCIAL INSTITUTION, OR MONEY SERVICES BUSINESS. The use of the term “neobank” is descriptive of the App's functionality and user experience and does not imply that SatRepublic is licensed as, regulated as, or operates as a bank or financial institution. Digital assets held in your wallet are not deposits and are not insured by the FDIC or any other governmental agency.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SATREPUBLIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, DIGITAL ASSETS, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SATREPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Cap

SATREPUBLIC'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO SATREPUBLIC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Specific Exclusions

Without limiting the above, SatRepublic is not liable for:

• Loss of digital assets due to lost or compromised private keys or recovery phrases
• Failed, delayed, or incorrect transactions on any blockchain network
• Actions, omissions, or failures of third-party service providers (including Flashnet, SparkScan, and MoonPay)
• Market losses, depreciation, or total loss of value of any digital asset
• Unauthorized access to your wallet resulting from your failure to secure your credentials
• Regulatory actions taken against digital assets you hold or transact with
• Service interruptions, downtime, or data loss

13. Indemnification

You agree to indemnify, defend, and hold harmless SatRepublic, its directors, officers, employees, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of or access to the Services
• Your violation of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any token you create, launch, or distribute using the Services
• Any dispute between you and any third party related to the Services
• Your negligence or willful misconduct

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact SatRepublic at wes@satrepublic.io and attempt to resolve the dispute informally for at least thirty (30) days.

14.2 Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AND SATREPUBLIC AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against SatRepublic.

14.4 Jury Trial Waiver

YOU AND SATREPUBLIC HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES.

14.5 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

15. Modifications to the Services

SatRepublic reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. This includes adding, removing, or changing supported assets, features, integrations, protocols, or third-party providers. SatRepublic shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

16. Changes to These Terms

SatRepublic reserves the right to modify these Terms at any time. We will notify you of material changes through in-App notifications, posted notice on our website, and/or email notification. Revised Terms are effective upon posting unless otherwise specified. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the revised Terms, you must stop using the Services immediately.

17. Termination

17.1 By You

You may stop using the Services at any time. Because the wallet is non-custodial, you retain access to your digital assets through your private keys and recovery phrase regardless of whether you continue to use the App.

17.2 By SatRepublic

SatRepublic may restrict, suspend, or terminate your access to the Services at any time, for any reason, with or without notice. Grounds for termination include, but are not limited to, violation of these Terms, suspected fraudulent or illegal activity, regulatory requirements, and prolonged inactivity.

17.3 Survival

Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law shall survive termination of these Terms.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and SatRepublic regarding the Services and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

19.3 Waiver

The failure of SatRepublic to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without SatRepublic's prior written consent. SatRepublic may freely assign these Terms.

19.5 Force Majeure

SatRepublic shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, blockchain network failures, or third-party service outages.

19.6 Notices

All notices to SatRepublic shall be sent to wes@satrepublic.io. Notices to you may be provided through the App, posted on our website, or sent to any email address you have provided.

20. Contact Information

SatRepublic Technologies, Inc.
Email: wes@satrepublic.io
Website: satgo.io