Terms & Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE PURCHASING OR USING EXTOLABS PRODUCTS, INCLUDING BUT NOT LIMITED TO EXTOLABS’ EXTOWALLET, A BIOMETRIC SMART CARD (“HARDWARE) AND SOFTWARE APPs, (COLLECTIVELY, THE HARDWARE AND SOFTWARE APPs SHALL BE REFERRED TO AS “PRODUCTS”).
THE TERMS AND CONDITIONS OF THIS SALES AND LICENSE AGREEMENT, THE PRIVACY POLICY, AND THE EXTOLABS ORDERING DOCUMENT YOU EXECUTED OR AGREED TO (“ORDER FORM”) (THIS SALES AND LICENSE AGREEMENT, THE PRIVACY POLICY, AND THE ORDER FORM, COLLECTIVELY THE “AGREEMENT”) ARE AN AGREEMENT BETWEEN YOU AND EXTOLABS AND GOVERN YOUR USAGE OF PRODUCTS UNLESS YOU AND EXTOLABS HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING YOUR USE OF PRODUCTS.
“EXTOLABS” MEANS: EXTOLABS, LLC., 3129 TIGER RUN COURT, SUITE 113 CARLSBAD CA 92010 USA. REFERENCES HEREIN TO THE “PARTIES” OR A “PARTY” SHALL MEAN YOU AND EXTOLABS, AS APPLICABLE.
This is a legally binding agreement between you and ExtoLabs. By using Products or clicking “Agree”, as applicable, you are stating that you fully understand, agree to be bound by and accept all the terms and conditions of this Agreement. If you are accepting this Agreement on behalf of a company, you represent that you are authorized to do so. If you purchased Products as a private person (“Consumer Purchaser”) directly from ExtoLabs’s online webstore and do not accept the terms of this Agreement, then you may not use the Products, and you may return such unused Products to ExtoLabs, at your expense, within 45 days of the date of delivery (with the Order Form and all original unopened packaging and documentation) for a full refund of the purchase price. If you are a Consumer Purchaser that purchased from other third-party vendors, including retail stores, please contact those vendors directly for more information about their refund policies.

EXTOWALLET IS A HARDWARE WALLET AND DOES NOT PROVIDE EXTOLABS ANY ACCESS TO YOUR PRIVATE KEYS, RECOVERY PASSPHRASE, BIOMETRICS OR PIN DATA, ASSETS, BALANCES OR TRANSACTIONS. EXTOWALLET IS A HARDWARE WALLET THAT SECURES YOUR CRYPTO ASSETS. YOU ARE RESPONSIBLE FOR MAINTAINING RECOVERY KEY PHRASE AND PINS FOR YOUR WALLETS. EXTOLABS CAN'T RECOVER OR ACCESS ANY OF YOUR ASSETS. 

1.    USE AND RESTRICTIONS
(a) License Grant. The Hardware may contain certain object code software deployed onto its secure hardware prior to delivery to the user (“Firmware”) and/or provided separately for use with the Hardware (collectively, such Firmware and separately provided software being “Software”). ExtoLabs grants you a personal, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Software solely as part of your use of the Hardware, in accordance with the published specifications for the Product and for your internal non-commercial use. You may use the Firmware only as originally deployed onto the Hardware.
(b) Restrictions. You shall not: (i) modify, translate or create derivative works from the Products; (ii) disassemble, decompile, reverse engineer, perform cryptographic analysis on or otherwise attempt to derive the source code of the Products, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition; (iii) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third-party contracted by you) run on the Products, in whole or in part; (iv) separate the Firmware from the remainder of Hardware or use the Software on another device; (v) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access; (vi) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products or its Software (for the avoidance of doubt, if you are acquiring Products on behalf of a company you may make the Products available to your employees for use as well as your Affiliates and Third-Party Contractors subject to Section 1(d), below); (vii) make the functionality of the Products available to any third party through any means, including without limitation by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or other type of services; or (viii) use, or make available, the Software APP with non-ExtoLabs Products. ExtoLabs strongly recommends that you back up all your recovery data, which may include but are not limited to recovery keywords, and pins prior to using Products. 
(c) Optional Items. From time-to-time, ExtoLabs at its sole discretion, may make available to you optional BETA items including but not limited to (i) optional Software utilities and beta software for supporting the usage of the Hardware; and (ii) pre-release BETA Hardware (collectively “Optional Items”). Unless a particular Optional Item includes its own separate and specific terms and conditions, this Agreement shall govern the usage of Optional Items. Conditioned upon your compliance with the terms and conditions of this Agreement, ExtoLabs grants you a non-exclusive and non-transferable license to use the Optional Items solely in executable form and solely for your internal business purposes of supporting the Hardware, and in the case of pre-release Hardware, for evaluation purposes. Optional Items are not fully tested by ExtoLabs and may include significant issues. You acknowledge that Optional Items are likely to present risks associated with their use. ExtoLabs strongly recommends that you back up all your recovery data, which may include but are not limited to recovery keywords, and pins prior to using optional items from any source. Notwithstanding anything to the contrary in this Agreement, Optional Items are provided “as is”, and do not carry any warranties or maintenance or support; similarly, in no event shall ExtoLabs be liable for any damage arising from the use of Optional Items.
(d) Affiliates and Third-Party Contractors. You may allow your “Affiliates” to use the Products, provided that you shall (i) provide the Affiliate with a copy of the Agreement; (ii) ensure that the Affiliate complies with this Agreement; and (iii) be responsible for any breach by such Affiliate. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with you or ExtoLabs, as applicable, where “Control” means having the power, directly or indirectly, to direct or cause the direction of the management of the entity, whether through ownership of voting securities, by contract or otherwise. If you contract with a third-party contractor providing IT services solely for your benefit, they may use the Products subject to their compliance with this Agreement.

2.    OWNERSHIP
The Software is licensed not sold. All title to the Software and other ExtoLabs intellectual property rights related to the Software such as, but not limited to, copyright, trade secrets, patents, trademarks and service marks, shall always remain with ExtoLabs and its licensors as applicable. To the extent you provide any suggestions or comments related to the Products, ExtoLabs shall have the right to retain and use any such suggestions or comments in current or future products or subscriptions, without your approval or compensation to you.
3.    SUPPORT SERVICES AND PROFESSIONAL SERVICES
If you have not purchased technical support services (“Support Services”) or professional services (“Professional Services”) (collectively “Services”) pursuant to an Order Form, then ExtoLabs will have no obligation to provide Services to you. If ExtoLabs, in its sole discretion elects to provide Support Services to assist you, it is provided on an “as is” basis without any warranties, service levels or obligations; similarly, in no event shall ExtoLabs be liable for any damage arising from providing such discretionary Support Services. If you have purchased Services, then they shall be governed by the ExtoLabs Services Agreement. 

4.    PAYMENT, TAXES, AND DELIVERY
(a) Reseller Purchases. The entirety of this Section 4 does not apply to you if you purchased Products from a ExtoLabs authorized reseller. All commercial terms, including but not limited to payment, taxes, and delivery shall be determined and settled between you and such reseller.
(b) ExtoLabs Webstore Purchases. If you are purchasing from the ExtoLabs online webstore, applicable fees will be set forth on the website at the time of purchase or in the applicable invoice.
Prices on the ExtoLabs webstore: are exclusive of applicable VAT, sales tax, import duties, shipping fees and customs fees. VAT or sales tax will be added before the order confirmation, if applicable. To allow you to determine what import duties and taxes, if any, may be added to your order, please contact     info@ExtoLab.com to determine the country we will ship from. Shipping fees will vary based on the location of delivery.
Shipping country: will be determined after order is placed. For specific information on what country your order is shipped from, please contact info@ExtoLab.com Usually, if the delivery country is in the Americas, we ship from the USA. 
(c) ExtoLabs Direct Sales. If you are purchasing from ExtoLabs by entering into a written Order Form, you will pay ExtoLabs the total fees specified in an Order Form. Fees will be due 30 days from invoice date, provided that ExtoLabs reserves the right to require prepayment if you have exhibited questionable credit worthiness or have failed to adhere to payment terms for prior ExtoLabs purchases. All sums that are past due will accrue interest at the highest rate permissible by applicable law. All fees are non-refundable unless otherwise specified. Prices quoted are exclusive of all sales, use, value-added, good and services, withholding and other taxes or duties. You will pay or self-assess all taxes and duties assessed in connection with this Agreement and its performance, except for taxes payable on ExtoLabs’s net income. To the extent that any amounts payable by you are subject to withholding taxes, the amount payable shall be grossed up such that the amount paid to ExtoLabs’s net of withholding taxes equals the amount invoiced by ExtoLabs. If you pay any withholding taxes based on payments made by you to ExtoLabs hereunder, you will furnish ExtoLabs with written documentation of all such tax payments, including receipts and other customary documentation, to demonstrate to the relevant tax authorities that you have paid such taxes. If applicable, you shall also provide ExtoLabs with appropriate VAT/GST registration numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any tax or duties. You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of Products or any new releases), or dependent on any oral or written public comments made by ExtoLabs regarding future functionality or features. All Products that require shipping will be shipped Free Carrier (INCOTERMS 2010 FCA) ExtoLabs’s designated shipping point. You will be responsible for shipping expenses and will arrange to have your carrier pick up and deliver your purchased Products.
5.    LIMITED WARRANTY, EXCLUSIONS, DISCLAIMER
(a) Warranty. ExtoLabs warrants that the Hardware will be free from defects in material and workmanship for a period of one year from the date of delivery to the original purchaser (the “Warranty Period”) (such warranty being the “Limited Warranty”). If a defect in material or workmanship arises within the Hardware during the Warranty Period and the Hardware is returned to ExtoLabs within the Warranty Period, ExtoLabs will, at its sole option and subject to applicable laws: (a) repair or replace any defective Hardware with a new or refurbished product; or (b) refund the original purchase price of the Hardware. The Warranty Period for any repaired or replacement Hardware will persist for the longer of the remainder of the original one-year Warranty Period or 90 days from the date the repaired or replacement product is shipped to the user. This Section 5(a) sets forth ExtoLabs’s sole obligation and your sole remedy for any breach of this Limited Warranty.
(b) Exclusions. The Limited Warranty extends only to the original purchaser of the Hardware and is non-transferrable. This warranty does NOT apply to Hardware that: (a) is altered or modified, other than by ExtoLabs; (b) is not maintained in a normal and customary fashion or is operated outside of ExtoLabs’s recommended guidelines; (c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident; (d) has had its original serial number altered or removed, other than as a result of normal wear and tear; or (e) ExtoLabs has provided free of charge.
(c) Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN SECTION 5 (A) ABOVE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS”. EXTOLABS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ExtoLabs does not warrant that (a) the products will meet your requirements, (b) use thereof shall be uninterrupted or error-free, (c) the products or any equipment, system or network on which the Products are used will be free of vulnerability to intrusion or attack, or (d) or that all programming errors can be found in order to be corrected. You are solely responsible for the data, software and other content carried on your equipment, system or network on which the Products are used and for backing-up your data, software and other content.
6.    COMPLIANCE WITH LAWS
In connection with the use and transport of the Products, including the Software, you shall comply with all applicable export, import, and other relevant laws of any applicable jurisdiction. Determination of the applicable law is your responsibility. You acknowledge and understand that the Product, including the Software, is cryptographic in nature and that it therefore is highly regulated. You are strictly prohibited from exporting, re-exporting or importing the Product and/or Software, regardless of method, without first complying with all applicable government use, import, and export laws, rules, regulations, and orders, and obtaining any necessary approvals or permits. Obtaining any necessary export or import approval for the Product is your responsibility.
7.    PRIVACY NOTICE
We may process your personal data in relation to the performance of this Agreement. For more information regarding our processing of your personal data and your rights in relation thereto, please see our Privacy Notice and Cookie Notice.
8.    LIMITATION OF LIABILITY
IN NO EVENT WILL EXTOLABS’S AND ITS AFFILIATES’, AND ITS AND THEIR SUPPLIERS’, DISTRIBUTORS’, RESELLERS’ AND EMPLOYEES’ TOTAL CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT OR THE USE OF THE PRODUCT OR SERVICE EXCEED THE AMOUNT PAID FOR THE PRODUCT. IN NO EVENT WILL EXTOLABS, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, DISTRIBUTORS, RESELLERS AND EMPLOYEES BE LIABLE FOR DAMAGES IN RESPECT OF LOST REVENUE, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ECONOMIC LOSS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST USER BY ANY OTHER PARTY. The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.


9.    TERM AND TERMINATION
The term of this Agreement shall commence on the date of ExtoLabs’s order confirmation and shall continue until terminated as set forth below, however, our Privacy Notice and Cookie Notice may remain in effect even after expiry or termination of the Agreement. This Agreement shall terminate automatically without notice or action by ExtoLabs (a) if you breach any material term or condition of this Agreement; or (b) in the event you become insolvent or makes an assignment of this Agreement for the benefit of creditors or if any other bankruptcy proceedings are commenced by or against you.
10.    CHANGES
ExtoLabs reserves the right at any time and at its own discretion to change the terms and conditions of this Agreement as it applies to future purchases of Products. The Privacy Notice and Cookie Notice may be changed from time to time in accordance with what is stated therein.
11.    CHOICE OF LAW AND VENUE
If you are a U.S. resident that has acquired Products as a Consumer Purchaser, this Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of: (i) the State of California, U.S.A. if you obtained the Products from ExtoLabs, LLC. Furthermore, both parties consent to the exclusive jurisdiction of the courts located in the State of California when California law applies. 
OTHER
The terms and conditions set forth or referenced herein constitute the entire understanding and agreement between you and ExtoLabs and supersede all prior representations and agreements with respect to the subject matter herein. This Agreement, including all rights and licenses granted herein, is not assignable, transferable or sub-licensable by you and any attempt to do so shall be null and void. Any notice, report, approval or consent required or permitted hereunder must be in writing. The waiver by ExtoLabs of a breach of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by ExtoLabs to exercise any right under this Agreement operate as a waiver of any such right. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The parties agree that a material breach of this Agreement adversely affecting ExtoLabs’s proprietary or intellectual property rights in the Products, including the Software, would cause irreparable injury to ExtoLabs and its affiliates for which monetary damages would not be an adequate remedy and that ExtoLabs therefore shall be entitled to preliminary and permanent injunctive relief (without the requirement to post a bond) to address such a breach, in addition to any other remedies it may have hereunder or at law. If you have any questions regarding this Agreement, you may contact ExtoLabs on our support site at info@ExtoLab.com. If you wish to send us a legal notice, please start the subject line of your support request with “Attention: Legal Department”.