Terms & Risk Disclosure

1.Non-custodial service, no fiduciary duties, and fees

We never hold your tokens or your keys. When you create a lock, your tokens move from your wallet directly into the Contract. We cannot withdraw, move, freeze, or recover them. Only the lock’s designated beneficiary can ever withdraw, and only on the schedule recorded on-chain. We are not your agent, broker, trustee, or fiduciary, and using the Interface creates no fiduciary, advisory, or custodial relationship of any kind.

Fee disclosure. We charge a single flat fee in TRX for each lock you create. The exact amount is shown to you in TRX before you sign the transaction. The fee is forwarded to the KeyPair treasury in the same transaction that creates your lock. It is non-refundable. We take no percentage cut of your locked tokens and impose no token tax — the fee is a fixed TRX amount and nothing else. We do not deduct anything from the tokens you lock.

2.Smart-contract and market risk

The Contract is immutable. It has no admin keys, no pause switch, and no upgrade path. The practical consequence is absolute: there is no recovery mechanism for anyone, including us. If you lock the wrong tokens, set the wrong beneficiary, or choose the wrong schedule, no one can undo it.

Smart contracts can contain bugs despite careful testing and review. A defect discovered after deployment cannot be patched. Using the Contract carries a risk of total and permanent loss of the tokens you lock. You also accept the risks of token price volatility and of the TRON network itself — including congestion, resource (energy/bandwidth) costs, forks, downtime, and changes to the underlying protocol — none of which we control.

3.Provided “as is” — no warranties

The Interface and the Contract are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Interface will be uninterrupted, error-free, secure, or that it will accurately reflect on-chain state at all times.

4.Limitation of liability and release

To the fullest extent permitted by law, KeyPair and its members, officers, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of tokens, profits, or data, arising out of or relating to the Interface or the Contract.

Our total aggregate liability to you, for any and all claims, is capped at the greater of (a) US $100 or (b) the total fees you paid us in the twelve (12) months before the event giving rise to the claim. Because we never take custody of your tokens, you acknowledge that your locked tokens are not a measure of our liability. To the extent permitted by law, you release us from claims arising out of your use of the Interface or the Contract.

5.Dispute resolution, arbitration, and governing law

Please read this section carefully — it affects how disputes are resolved. Any dispute arising out of or relating to these terms, the Interface, or the Contract will be resolved by binding individual arbitration, not in court. You and we waive the right to a jury trial and the right to participate in a class action or class-wide arbitration; disputes may be brought only in your or our individual capacity.

Any claim must be brought within one (1) year after it arises, or it is permanently barred. These terms are governed by the laws of the State of Nebraska, without regard to its conflict-of-laws rules, and the exclusive venue for any matter not subject to arbitration is the state or federal courts located in Nebraska.

6.Eligibility and sanctions self-certification

By using the Interface to create or manage a lock, you represent and warrant that:

• you are at least 18 years old and have the legal capacity to agree to these terms;
• you are not a sanctioned person — you are not identified on, or owned or controlled by anyone on, any U.S. sanctions list (including OFAC’s list of Specially Designated Nationals), and you are not acting on behalf of any such person;
• you are not located in, or a resident or national of, any jurisdiction subject to comprehensive U.S. (OFAC) sanctions; and
• you are not a resident of New York.

The restriction on New York residents, and the restricted-jurisdiction list generally, are pending counsel review and may change. We may add jurisdictions to this list at any time.

7.Taxes

Your locks are your responsibility, and so are your taxes. You are solely responsible for determining and paying any taxes that apply to your use of the Interface, the Contract, the tokens you lock, and any withdrawals. We do not provide tax advice. As stated above, the fees you pay us are non-refundable, including for tax reasons.

8.Not securities; no investment advice

The Interface and the Contract are a tool for locking tokens you already hold under a publicly verifiable schedule. We issue no token and sell no investment. Nothing on this site is an offer or solicitation to buy or sell any security or financial instrument, and nothing here is investment, financial, legal, or tax advice. Using the Contract to lock a token does not make that token, or the lock, a security.

9.This website is one interface; the Contract is independent

This website is one interface to the Contract — it is not the Contract itself. The Contract is an autonomous, immutable program that runs on the TRON network and functions without this website. We may change, restrict, or take down the Interface at any time, including blocking access from particular jurisdictions. Doing so does not — and cannot — affect locks that already exist on-chain; those locks live out their schedules in the Contract regardless of whether this website is available, and they can be read and withdrawn through any other tool that talks to the Contract.

10.Lawful process

We comply with valid subpoenas, court orders, and other lawful requests. Because of how the service is built, there is little for such a request to reach: we hold no user funds and no user accounts, so there is nothing for us to freeze, seize, or hand over on a user’s behalf. On-chain activity is public and visible to anyone, including law enforcement.