These Terms of Use are a binding agreement between you and Quantum3 Labs Pte. Ltd., a company incorporated in Singapore, with a registered office at 68 Circular Road #02-01, 049422, Singapore ("Prism," "we," "us," or "our"). They govern your access to and use of the Prism mobile application and all related services (the "Service"). By creating an account or using the Service, you accept these Terms. If you do not accept them, do not use the Service.

Please read Sections 5, 6, 11, 12, 13, 14, and 17 carefully. They include important disclosures about the self-custodial nature of your wallet, risks of digital assets, disclaimers, limitations of liability, and binding arbitration. They limit our obligations to you and the remedies available to you.

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1. What Prism is, and is not

Prism provides:

• A mobile application through which you can use an embedded self-custodial wallet for Base blockchain networks, provisioned for you by our authentication partner Privy
• A payment instruction interface that allows you to scan a merchant QR code, see a quote in a supported local currency, authorize a USDC transfer on the Base network, and instruct our QR payment processor SQRIL to deliver fiat to the merchant
• Related software tooling, balance and transaction views, customer support, and account management features

Prism is not:

• A bank, a deposit-taking institution, a trust company, a broker-dealer, an exchange, an issuer of electronic money, a money transmitter licensed in every jurisdiction, or an investment adviser
• A custodian of your digital assets
• A guarantor of the value of USDC, any other digital asset, or any fiat currency
• A provider of deposit insurance. Your balance is not insured by the FDIC, SIPC, the UK FSCS, the EU DGS, the Vietnam Deposit Insurance of Vietnam, or any other deposit insurance scheme

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2. Eligibility

To use the Service you must:

• Be at least 18 years old, or the higher minimum age required by your country of residence
• Have full legal capacity to enter into a binding agreement
• Not be a resident of, located in, or a national of any country subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control, the European Union, the United Kingdom, the United Nations Security Council, or any other authority whose sanctions apply to us, including without limitation Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other region subject to comprehensive sanctions at the time of your use
• Not be listed on any sanctions, terrorism, or other restricted list
• Not use the Service on behalf of a person who is ineligible under this Section

We may verify your eligibility at any time and may decline, suspend, or close an account if we reasonably believe you are not eligible.

Geographic restrictions

The QR payment feature is available only where our QR payment processor supports it. As of the date of these Terms, supported countries for QR payment include Vietnam. The list may change over time and is available in the app at the time you attempt a payment. Availability in a country does not imply licensure in that country. See Section 18.

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3. Your account

• 3.1 Registration and KYC

To create an account you must register through Privy and complete identity verification with our KYC partner Didit. Verification requires you to provide true, current, and complete information and to submit government-issued identity documents and a live biometric sample. We may require enhanced due diligence in certain cases, including for higher transaction volumes, specific geographies, or risk indicators identified by our AML program.

You authorize us and our KYC partner to verify the information you provide, including by checking sanctions, politically-exposed-persons, and adverse-media lists, and by consulting databases operated by third parties.

• 3.2 Account security

You are responsible for:

• Keeping your Privy credentials, device passcode, biometrics, and any authentication factors confidential
• Safeguarding the device on which the Service is installed
• Promptly notifying us at jayjayprism@gmail.com if you suspect unauthorized access

We may require additional verification at any time to authorize a transaction or to restore access to an account.

• 3.3 One account per user

You may not create more than one Prism account. You may not access another user's account.

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4. Funding your wallet

You can fund your wallet by:

• Receiving digital assets (USDC on Base or other supported assets) to your Privy wallet addresses from any external wallet or counterparty that supports the relevant network
• Using a fiat on-ramp provided by a third-party partner integrated into the app

Fiat on-ramp services are provided directly to you by the on-ramp provider, under that provider's own terms, and subject to that provider's KYC, AML, fees, and spreads. We are not a party to the contract between you and the on-ramp provider and are not responsible for the on-ramp provider's acts, omissions, failures, fees, or spreads. We may add or remove on-ramp partners at any time.

Transfers into your wallet are processed by the underlying blockchain network and, where applicable, by the on-ramp provider. Once initiated, they cannot be reversed by us.

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5. Self-custodial wallet and what this means for you

Prism uses embedded self-custodial wallets provisioned by Privy. This means:

• You control the funds in your wallet. We do not hold your private keys in a way that allows us to move funds without your authenticated instruction generated on your device.
• We cannot reverse, cancel, or refund an on-chain transaction once broadcast.
• We cannot recover funds sent to an incorrect address.
• We cannot unilaterally move your funds, but we may refuse to provide the Service, block the user interface, or refuse to instruct SQRIL if we are required to do so by law, by our AML program, by our sanctions screening, or for other reasons described in these Terms.
• Losing access to your Privy account, your email, your recovery methods, or your device may mean permanent loss of access to funds in your wallet. We cannot recover a lost Privy account beyond the recovery tools Privy makes available to you.

You acknowledge that, during a QR payment, we play an operational role: we decode your QR, obtain a quote from SQRIL, verify your on-chain USDC transfer to designated treasury address before instructing SQRIL to pay the merchant, and record the transaction. This operational role does not convert the Service into a custodial service in respect of funds kept in your wallet between transactions.

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6. QR payments

• 6.1 Finality

A QR payment is final once the on-chain USDC transfer is broadcast and, separately, once SQRIL has delivered or attempted to deliver fiat to the merchant. We cannot reverse or refund a completed payment. If the merchant fails to provide goods or services, or the goods or services are defective, you must resolve the dispute directly with the merchant.

• 6.2 Exchange rate and fees

The exchange rate applied to a QR payment is the conversion rate quoted by SQRIL at the moment of the quote.

• 6.3 Quote expiry

If you do not confirm within the quote's validity window, the quote expires and you must request a new one.

6.4 Failed, delayed, or partial settlement

If SQRIL or its local banking partner fails to deliver fiat after your on-chain USDC transfer has been received, we will use commercially reasonable efforts to have SQRIL refund the USD equivalent to your wallet in USDC, subject to SQRIL's terms and to any deductions for irrecoverable fees. Refunds may take up to 3 business days. We are not liable for delays beyond our reasonable control.

• 6.5 Merchant disputes

We are not party to your transaction with the merchant. We do not process chargebacks. For disputes with a merchant, contact the merchant directly. If the merchant acknowledges an error, settlement of that error is between you and the merchant.

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7. Receiving funds

You can receive supported digital assets to your wallet addresses. We display balances and transaction history based on data indexed from the blockchain by our partner Alchemy. Indexed data may lag behind the canonical chain state. If you transact before indexed data catches up, the on-chain state, not our display, is authoritative.

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8. Fees

Fees may include QR payment fees and other fees we may introduce. Network gas fees for blockchain transactions are set by the relevant network and paid by us.

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9. Prohibited uses

You must not, and must not permit any third party to, use the Service to:

• Violate any law, regulation, court order, or sanctions program, or facilitate such violation
• Engage in money laundering, terrorist financing, proliferation financing, fraud, or tax evasion
• Transact with a sanctioned person, a person located in a comprehensively sanctioned jurisdiction, or a counterparty reasonably identified as high risk
• Purchase or facilitate the purchase of illegal goods or services, including controlled substances, weapons, child sexual abuse material, counterfeits, or stolen property
• Engage in market manipulation, wash trading, or abuse involving tokens or fiat amounts
• Use the Service for commercial resale or on behalf of undisclosed third parties without our written consent
• Circumvent geographic restrictions, KYC, sanctions screening, or fraud controls, including by using VPNs, IP obfuscation, identity misrepresentation, or technical bypasses
• Engage in conduct that burdens or attacks our infrastructure, reverse-engineer the Service, probe for vulnerabilities without authorization, or violate the rights of others

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10. AML, sanctions, and travel rule

We are subject to, and you agree we may act to comply with, anti-money-laundering, counter-terrorist-financing, sanctions, travel-rule, and anti-fraud laws of jurisdictions where we operate. Without limitation, we may:

• Conduct ongoing customer due diligence and ask you for additional information or documents at any time
• Screen transactions and counterparty addresses against sanctions and risk lists and refuse, block, or delay any transaction that triggers a hit
• Freeze your account, block a transaction, or refuse to instruct a settlement if we reasonably suspect fraud, money laundering, terrorist financing, sanctions violation, or other illegal activity
• Report suspicious activity to financial intelligence units and other competent authorities, without notifying you where notification is prohibited by law
• Share and transmit travel rule data to counterparty VASPs for transactions that meet the applicable threshold, as required by FATF Recommendation 16 and local implementing rules
• Terminate your account in accordance with Section 15

Reasonable action we take in good faith to comply with these laws does not give rise to liability on our part.

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11. Taxes

You are solely responsible for determining, reporting, and paying any taxes (including income, capital gains, VAT, GST, stamp duties, and withholding taxes) arising from your use of the Service, your holdings of digital assets, and your payments. We do not provide tax advice. We will produce transaction records upon request and may file tax reports required of us.

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12. Intellectual property

All rights in the Service, including the Prism name and logo, the mobile application, the user interface, the backend software, and all content we provide, are owned by us. We grant you a personal, limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. You may not copy, modify, sublicense, reverse-engineer, or create derivative works, except as permitted by mandatory law.

You retain all rights in the content you submit, including KYC materials. You grant us a license to use that content for the purposes described in our Privacy Policy.

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13. Disclaimers

The Service is provided on an "as is" and "as available" basis, to the maximum extent permitted by law. We make no warranties of any kind, express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment. In particular:

• We do not warrant that the Service will be uninterrupted, timely, secure, or error-free
• We do not warrant that any information obtained through the Service will be accurate or reliable
• We do not warrant that defects will be corrected
• We do not warrant the security, functionality, or availability of any blockchain network, stablecoin issuer, on-ramp provider, fiat settlement partner, merchant, or other third party
• We do not warrant the value or convertibility of USDC or any other digital asset
• Without limiting the foregoing, you acknowledge and accept the following risks:
• Market risk. Digital-asset prices and exchange rates can fluctuate materially
• Stablecoin risk. USDC and other stablecoins may de-peg, be frozen by their issuer, or become untransferable on a specific network
• Network risk. Blockchains may fork, congest, suffer reorganization, or fail
• Smart contract risk. Any protocol Prism interacts with may contain bugs or vulnerabilities
• Counterparty risk. SQRIL, Privy, Didit, Alchemy, on-ramp providers, banking partners, and merchants may fail, experience outages, or breach their obligations to us or to you
• Regulatory risk. Laws and regulations governing digital assets, stablecoins, and cross-border payments are evolving. Actions by regulators may affect your ability to use the Service, to move funds, or to recover funds

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply only to the extent permitted by law.

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14. Suspension and termination

We may suspend, restrict, or terminate your account or any feature of the Service, with or without advance notice:

• For material breach of these Terms
• To comply with a legal or regulatory requirement, a court order, or a request from a competent authority
• To address a suspected fraud, sanctions hit, AML concern, or security risk
• Where a partner (Privy, Didit, SQRIL, Alchemy, or the Base network) ceases to provide a service that Prism depends on
• For any other legitimate business reason, on reasonable advance notice

You may close your account at any time by following the in-app instructions. We will complete a soft deletion as described in the Privacy Policy, retain data we are legally required to keep, and release residual balances subject to sanctions and AML checks. You remain responsible for moving your digital assets out of your self-custodial wallet before closing your account. We cannot move those funds on your behalf after closure.

Sections that by their nature should survive termination (including Sections 5, 11, 12, 13, 14, 16, 17, and 18) survive.

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15. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunity, data, or reputation, arising out of or in connection with these Terms or the Service, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages
• Our aggregate liability under or in connection with these Terms in any 12-month period is capped at the greater of (i) the fees you paid us for the Service in the 12 months preceding the first event giving rise to the claim, and (ii) USD 100

Nothing in this Section limits liability that cannot be limited by applicable law, including liability for fraud, willful misconduct, gross negligence, death, or personal injury caused by negligence.

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16. Indemnification

You will indemnify and hold us, our affiliates, and our respective directors, officers, employees, and agents harmless from any third-party claim, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms, (b) your violation of any law or the rights of a third party, (c) any content you submit, or (d) your use of the Service, except to the extent caused by our gross negligence or willful misconduct.

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17. Dispute resolution, governing law, arbitration

• 17.1 Informal resolution

Before starting a formal dispute, you agree to contact us at jayjayprism@gmail.com with a written description of your concern and to allow us 60 days to attempt a resolution.

• 17.2 Governing law

These Terms and any dispute arising from or in connection with them are governed by the laws of Singapore, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

• 17.3 Class action waiver

To the maximum extent permitted by law, arbitration is on an individual basis only. You and we waive any right to bring or participate in a class, consolidated, or representative action. If the class-action waiver is held unenforceable in a specific jurisdiction, the unenforceability is limited to that jurisdiction.

• 17.4 Injunctive relief

Either party may apply to any court of competent jurisdiction for interim or conservatory injunctive relief in support of arbitration, without waiving the right to arbitrate the merits.

• 17.5 Consumer protections

Nothing in this Section 18 deprives a consumer of mandatory protections available under the law of the consumer's country of habitual residence, including the right to bring or defend proceedings in the courts of that country where local law so requires.

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18. Force majeure

We are not liable for delay or failure in performance caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, civil unrest, terrorism, strikes, governmental action, failures of electricity, internet, banking networks, or blockchain networks, blockchain forks or reorganizations, smart contract failures, and outages of Privy, Didit, SQRIL, Alchemy, or other service providers on which the Service depends.

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19. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last updated" date at the top
• Notify you in-app or by email before the change takes effect
• For changes that require your renewed consent under applicable law, seek that consent

If you do not accept a material change, your sole remedy is to stop using the Service and close your account. Continued use after the change takes effect constitutes acceptance.

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20. Miscellaneous

• Entire agreement. These Terms, together with our Privacy Policy and any addendum specific to a feature, are the entire agreement between you and us regarding the Service and supersede any prior understanding.
• Assignment. You may not assign these Terms. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate, without your consent. You will be notified of any such assignment.
• No waiver. Failure to enforce a provision is not a waiver of our right to enforce it later.
• Severability. If any provision is held unenforceable, the remaining provisions continue in full force and effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
• No third-party beneficiaries. These Terms do not confer rights on any third party other than our affiliates, who may enforce provisions expressly benefiting them.
• Notices. We may send notices via in-app message, email to your registered address, or posting in the Service. Notices to us must be sent to jayjayprism@gmail.com and, for service of process, to 68 Circular Road #02-01, 049422, Singapore.
• Language. The authoritative version of these Terms is in English. Translations are provided for convenience only.

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21. Additional terms for the Apple App Store version

The provisions in this Section apply only when you download, install, or use the Prism mobile application on an Apple-branded device obtained from the Apple App Store (the "App Store Sourced Application"). In case of conflict with the rest of these Terms, this Section controls for the App Store Sourced Application.

• 21.1 Acknowledgement

You and we acknowledge that these Terms are concluded between you and us only, and not with Apple Inc. ("Apple"). We, not Apple, are solely responsible for the App Store Sourced Application and its content. These Terms do not provide usage rules for the App Store Sourced Application that conflict with the Apple Media Services Terms and Conditions as of the date you accepted these Terms.

• 21.2 Scope of licence

The licence granted to you for the App Store Sourced Application is limited to a non-transferable licence to use the App Store Sourced Application on any Apple-branded product that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the App Store Sourced Application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

• 21.3 Maintenance and support

We are solely responsible for providing any maintenance and support services for the App Store Sourced Application, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services for the App Store Sourced Application.

• 21.4 Warranty

We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App Store Sourced Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of an applicable warranty will be our sole responsibility.

• 21.5 Product claims

You and we acknowledge that we, not Apple, are responsible for addressing any claims by you or any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including but not limited to (a) product liability claims, (b) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar legislation, including those resulting from the App Store Sourced Application's use of or compliance with any applicable third-party framework such as HealthKit or HomeKit, where applicable. These Terms do not limit our liability to you beyond what is permitted by applicable law.

• 21.6 Intellectual property rights

You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of the App Store Sourced Application infringes that third party's intellectual property rights, we, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim, subject to the limitations and exclusions set out elsewhere in these Terms.

• 21.7 Legal compliance

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List, the Denied Persons List, or the Entity List. This is in addition to, and not in place of, the broader sanctions and eligibility requirements in Section 2.

• 21.8 Developer name and contact

For questions, complaints, or claims relating to the App Store Sourced Application, contact us at:

Quantum3 Labs Pte. Ltd., 68 Circular Road #02-01, 049422, Singapore, jayjayprism@gmail.com 

• 21.9 Third-party terms of agreement

You must comply with applicable third-party terms of agreement when using the App Store Sourced Application, including the terms of any wireless data service agreement you have with your mobile carrier.

• 21.10 Third-party beneficiary

You and we acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to the App Store Sourced Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary in respect of the App Store Sourced Application.

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22. Contact

Customer support: jayjayprism@gmail.com