Terms of Use at SecondFactor

This User Agreement (“Agreement”) is a contract between you (“you”, “your” or “user”) and Wheeler LLC (“Wheeler”, “we”, “us” or “our”) and applies to your use of: (a) the Second Factor website located at https://www.secondfactor.io/, the Wheeler API, and any associated Wheeler-hosted websites or mobile applications (collectively, the “Wheeler Site”), and (b) any of the services provided to you by Wheeler (together with the Wheeler Site, the “Wheeler Services”).

By accessing or using the Wheeler Services or otherwise using the https://www.secondfactor.io/ Site, you agree to comply and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Wheeler Services.



1. Wheeler SERVICES. The Wheeler Services include the following:

1. the creation of one or more SecondFactor Accounts for your end customers or clients (each, a “Client”), that allow each Client to store its partial digital assets recovery keys and account information, and that further permit each Client to request certain account recovery services from us (the “Recovery Service”). To the extent this Agreement applies to any Client, “you”, “your”, or “user” will be construed to include such Client.


2. SecondFactor ACCOUNT.

2.1 Creating an account. In order to use any of Wheeler's Services, you must first register by providing your valid email address, phone number, and password, and blockchain wallet address for recovery. Upon successful completion of the registration process, Wheeler will establish a SecondFactor Account. Wheeler may, in its sole discretion, refuse to establish a SecondFactor Account, or limit the number of SecondFactor Accounts that a single user may establish and maintain at any time. To the extent a user wishes to make the Wheeler Services available to its own Clients, the user must collect each such Clients’ consent to be bound to this Agreement as a user of the Wheeler Services.

2.2 Identity Verification. n order to use certain features of the Wheeler Services, you may be required to provide us with certain personal information, including but not limited to, your name, address, telephone number, email address. Wheeler may also require you to answer certain questions or take certain actions in order to verify your identity, provide Wheeler Services to you, or comply with applicable law. In submitting this personal information, you verify that the information is accurate and authentic, and you agree to update Wheeler if any information changes. You hereby authorize Wheeler to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

2.3 Terminating an Account. Wheeler may (a) suspend or terminate your access to any of the Wheeler Services, and (b) deactivate or cancel your SecondFactor Account as required by a valid subpoena or court order, or if Wheeler reasonably suspects you of using your SecondFactor Account in furtherance of illegal activity. You will be permitted to access recovery services associated with your Account for ninety (90) days after Account deactivation or cancellation unless such recovery is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. If any transaction is in a pending state at the time your SecondFactor Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your SecondFactor Account to evade an investigation or avoid paying any amounts otherwise due to Wheeler. Upon cancellation of your SecondFactor Account, you authorize Wheeler to cancel or suspend pending recoveries and, after providing written notice to the you, return the funds associated with such transactions to the your address or bank account, as applicable. In the event that you or Wheeler terminates this Agreement or your access to the Wheeler Services, or deactivates or cancels your SecondFactor Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or account errors, Wheeler may temporarily suspend access to your Account until the problem is resolved.


3. RECOVERY SERVICE.

3.1 User Platforms. In order to facilitate the use of the Wheeler Services by users’ Clients, certain Wheeler Services may be provided on a white-labeled or co-branded basis through the user’s own platform (each, a “User Platform”).

3.2 Digital Asset Key Storage and Recovery. When a User Platform permits a Client to hold digital assets, then the user, Client, or both may request that Wheeler store one or more keys (or similar devices) associated with the storage, backup, or recovery mechanisms for such Client’s access to their digital assets. Wheeler will then make such storage, backup, or recovery mechanisms available only upon a request by the Client who maintains access to the digital assets (each, a “Recovery Request”). In order for a Recovery Request to be valid: (i) the Client who holds the digital assets must make the request, and (ii) the Client must authenticate its access to the digital assets to Wheeler by demonstrating control of the Client’s email address, phone number, or both, which were used during Account creation. A Recovery Request will not be valid, and Wheeler will not honor a Recovery Request, if it is made by the user who cannot authenticate their access.


4. RISKS.

4.1 Blockchain Transactions. Blockchain transactions are irreversible. Wheeler is not responsible for digital assets sent to a wallet address entered incorrectly.

4.2 Risk of Loss. Wheeler has no control over the value of digital assets. The price or value of digital assets can fluctuate rapidly, and could potentially go to zero. You should carefully consider whether trading or holding digital assets is suitable for you in light of your financial condition.

4.3 Blockchain Network. A blockchain transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may never be completed if it remains in a pending state.

4.4 Taxes. You are responsible for any tax obligations associated with a purchase or transfer of digital assets and are solely responsible for any tax consequences which may occur by failing to comply with the law.


5. USE OF THE Wheeler SERVICES.

5.1 License. Wheeler grants you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Wheeler Site, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for information, transactional, or other approved purposes as permitted by Wheeler from time to time. Any other use of the Wheeler Site or Content is expressly prohibited. All other rights in the Wheeler Site or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Wheeler Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Wheeler Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of Wheeler. If you violate any portion of this Agreement, your permission to access and use the Wheeler Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "www.secondfactor.io", "Wheeler", and all logos related to the Wheeler Services or displayed on the Wheeler Site are either trademarks or registered marks of Wheeler or its licensor. You may not copy, imitate or use them without Wheeler's prior written consent.

5.2 Third Party Websites. The secondfactor Site may contain links to third party websites and resources (“Third Party Material”) not controlled by us. You acknowledge and agree that Wheeler is not responsible or liable for (i) availability or accuracy of such Third Party Material, (ii) the content, products or services on or available from such Third Party Material. Links to such Third Party Material do not imply any endorsement by Wheeler of such Third Party Material or the content, products or services available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material.

5.3 Ownership of Funds. You hereby certify to us that any funds used by you in connection with Wheeler Services are either owned by you or that you are validly authorized to carry out transactions using such funds.

5.4 Purchase for your Own Account. YYou hereby certify to us that you are purchasing digital assets for your own account, and not on behalf of any other person or entity.

5.5 Restricted Activity. In connection with your use of the Wheeler Services, you will not:

  • Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;
  • Engage in a transaction involving the proceeds of any unlawful activity;
  • Defraud or attempt to defraud Wheeler;
  • Provide false, inaccurate or misleading information;
  • Infringe upon Wheeler's or any third party’s copyright, patent, trademark, or intellectual property rights;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
  • Transmit or upload any material to the Wheeler Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  • Act as a payment intermediary or aggregator or otherwise resell any of the Wheeler Services, unless expressly authorized by Wheeler in writing;
  • Hold yourself out as an agent of Wheeler unless expressly authorized by Wheeler in writing;
  • Otherwise attempt to gain unauthorized access to the Wheeler Site, other SecondFactor Accounts, computer systems or networks connected to the Wheeler Site, through password mining or any other means; or
  • Transfer any rights granted to you under this Agreement.

Wheeler reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to comply with any applicable law, regulation, legal process or governmental request.


6. DISPUTES WITH Wheeler.

6.1 Notice. If you believe Wheeler committed an error, please contact us. Please provide us with information sufficient to identify you, your secondfactor Account, your order confirmation code and any other information about the transaction that you can provide. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe that transaction was correct within 30 days of receiving your request. Any claim of an error received after 30 days from the date of the alleged error shall be null and void.

6.2 Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this agreement shall be finally settled on an individual basis through confidential, binding arbitration in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Wheeler hereby expressly waive trial by jury. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.

7. GENERAL TERMS.

7.1 No Warranty. You understand and acknowledge that the Wheeler Services are being provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind. Wheeler SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Wheeler DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE Wheeler SERVICES. Wheeler WILL MAKE REASONABLE EFFORTS TO ENSURE THAT PURCHASES ARE PROCESSED IN A TIMELY FASHION, BUT Wheeler MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO PROCESS PURCHASE ORDERS BECAUSE THE Wheeler SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE US OR INTERNATIONAL MAIL SERVICE.

7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Wheeler SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOS PROFITS) IN CONNECTION WITH THIS AGREEMENT, EVEN IF Wheeler HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Wheeler'S LIABILITY FOR MONEY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED FROM YOU DURING THE PRECEDING THREE (3) MONTH PERIOD.

7.3 Indemnification. You agree to indemnify, defend and hold Wheeler, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Wheeler Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

7.4 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wheeler without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Wheeler Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

7.5 Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under the rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity of enforceability of any other provision of this Agreement shall not be affected.

7.6 Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Wheeler as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Wheeler.

7.7 Governing Law. This Agreement shall be governed by the laws of the State of Washington, without regard to its conflicts of law principles.