Terms of Use

These terms and conditions of use (Terms of Use or Terms) along with other policies available on our platform form a legally binding agreement between you (You, Your, Yourself or User) and Silence Laboratories Pte. Ltd. (We, Our or Us). 

We offer an extension to certain third-party non-custodial Virtual Asset wallet(s) (Wallet), such as MetaMask, through Our product Silent Shard Snap aimed at securing Your digital assets such as cryptocurrencies, virtual commodities and non-fungible tokens (collectively Virtual Assets). Our Services are distributed across different platforms, including, as a browser extension,  the Silent Shard Mobile Application, and Our web application (collectively Platform(s)).We distribute your custody by independently generating distributed private key shares across your browser extension and the Silent Shard mobile application.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES (defined below). BY ACCESSING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND AGREE TO BE BOUND BY THESE TERMS. 

On using any services offered by Us on Our Platform(s), You agree to the Terms set out under the Agreement. 

Use of Our Services will be subject to these Terms. If You do not agree to these Terms, You may not access the Platforms. 

We are entitled to modify these Terms of Use in relation to any Services, at any time, by posting the same on the Platforms or Our website. Use of Our Services constitutes Your acceptance to these Terms of Use, as may be amended from time to time. We may, at Our sole discretion, also notify You of any change or modification in these Terms of Use, by way of sending an email to Your registered email address (if applicable) or posting notifications visible to You on the Platform. You may then exercise the options provided in such an email or notification to indicate non-acceptance of the modified Terms of Use. If such options are not exercised by You within the time frame prescribed in the email or notification, You will be deemed to have accepted the modified Terms of Use. If You do not wish to be bound by any changes or amendments to these Terms then You should stop using Our Services immediately. 

1. Definitions

1. Agreement shall mean these Terms of Use, Our Privacy Policy and any other rules or policies available on the Platforms including all other additional or modified terms and conditions and policies in relation to the Services (including both current and future services) that may be offered by Us. This Agreement is an electronic record generated by a computer system and does not require any physical or digital signatures.
2. Applicable Law(s) means all laws, statutes, common law, regulations, ordinances, codes, rules, bye-laws, guidelines, writs or orders of any court, permits, notifications, judgments, decrees, injunctions, tariffs and approvals, of any legislative, governmental or judicial authority or self-regulatory guideline that may apply to the Users or is related to the subject matter of this Agreement, as applicable.
3. Person shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a person under the Applicable Law.
4. Services refers to every service accessible on the Platforms and provided by Us.   
5. Private Key refers to the cryptographic private key associated with Your Wallet, to authorise transactions and access Your Wallet. 
6. Silent Shard Mobile Application refers to Our mobile application through which You can access Our Services. 
7. Private Key Shares refers to independent cryptographic keys generated in the browser and on the Silent Shard Mobile Application after following the distributed key generation protocol, based on the multi-party computation algorithm library known as 'Silent Shard Two Party Library' developed by Us.     

2. Interpretation

1. Any reference to the singular includes a reference to the plural and vice versa, and any reference to one gender includes a reference to other gender(s), unless explicitly provided for.
2. Headings and captions are used for convenience only and not for interpretation of the Agreement.
3. Any reference to a natural Person shall, include his/her heirs, executors and permitted assigns and any reference to a juristic Person shall, include its affiliates, successors and permitted assignees, unless repugnant to the context.

3. Description of Services

1. We provide the following Services, through Our Platforms:

1. We allow You to decentralize Your Wallet Private Key management by independently generating private key shares between your browser and the Silent Shard Mobile application, with a view to seeking to enhance security and reduce the risks associated with having a single point of failure. AT ALL TIMES, THE PRIVATE KEYS ARE ENTIRELY IN YOUR CUSTODY AND WE WILL NOT HAVE ACCESS TO YOUR PRIVATE KEY OR THE PRIVATE KEY SHARES. 
2. We allow You to obtain secure backups and recovery mechanisms for Your encrypted keys, through password managers or local storage. 
3. We allow You to authenticate Your blockchain transactions initiated on Your Wallet, inter alia through the Silent Shard Mobile Application.  
4. The Services allow You to reconstruct Your Private Key from backups using the open-sourced key reconstructor tool (link), by inputting Your Wallet seed phrase or otherwise and Your backup. 

4. Eligibility

To be eligible to use Our Services, You must be competent to contract as per Applicable Laws.  

5. Your Responsibilities 

1. You acknowledge that You are solely responsible for the secrecy and confidentiality of Your Wallet and the Virtual Assets in Your Wallet, and that only You can authorise transactions through Your Wallet. Given this, You are solely responsible for Your Wallet, Virtual Assets, Your Private Keys or Private Key Shares, passwords and recovery phrases, and any risk of loss at all times. 
2. A backup of Your Private Key Shares, which includes the encrypted Private Key Share in the browser extension (encrypted using Your Wallet seed phrase) and the unencrypted Private Key Share in the Silent Shared Mobile Application, associated with Your Wallet can be stored on Your devices password managers like Google Password Manager, Apple Keychain or any other storage service of Your choice using the Services. The Private Key or Private Key Shares are associated with the Wallet address and they can be used to authorize the transfer of Virtual Assets to and from Your Wallet. 
3. YOU ARE SOLELY RESPONSIBLE FOR THE RETENTION AND SECURITY OF YOUR PRIVATE KEY. YOU MUST KEEP YOUR WALLET ADDRESS, AND PRIVATE KEY ACCESS AND PARTS THEREOF SECURE. FAILURE TO KEEP YOUR CREDENTIALS SAFE CAN LEAD TO A LOSS OF CONTROL OF YOUR VIRTUAL ASSETS AVAILABLE IN THE WALLET. 
4. You will be responsible for keeping Your account details secret, which may include Your Private Keys, Private Key Shares, password credentials, or other locally stored secret information (as explained in 5.2 above). You agree to keep such information secret and confidential.  
5. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT GENERATE/RE-GENERATE A PASSWORD / RECOVERY PHRASE / PRIVATE KEY / PRIVATE KEY SHARES FOR YOUR WALLET IF YOU DO NOT REMEMBER YOUR EXISTING PASSWORD / RECOVERY PHRASE / PRIVATE KEY. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT STORED A BACKUP OF ANY WALLET ADDRESS, PRIVATE KEY PAIRS OR PRIVATE KEY SHARES, ANY VIRTUAL ASSETS YOU HAVE ASSOCIATED WITH SUCH WALLET ADDRESS WILL BECOME INACCESSIBLE. ACCORDINGLY, WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER IN THE EVENT YOU ARE UNABLE TO ACCESS YOUR WALLET FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, YOUR FAILURE TO KEEP SECURE YOUR WALLET ADDRESS, PASSWORD, RECOVERY PHRASE, AND PRIVATE KEY OR PRIVATE KEY SHARES, OR INFORMATION ABOUT THE SAME.
6. For any Services offered by us, (a) You acknowledge that You are responsible for all activities that occur with respect to Your use of the Services, regardless of whether the activities are authorized by You or undertaken by You, Your employees or a third party, and (b) We and Our affiliates are not responsible for unauthorized access to Your Wallet or Services, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against You by third parties. You will ensure that Your use of Our Services and Wallet does not violate any Applicable Law. 
7. Given the nature of the Services being offered, it is Your responsibility to comply with local Applicable Laws in respect to the legal usage of Our Services and the regulatory qualification of Virtual Assets in Your jurisdiction. 

5. User Warranties 

1. By using Our Services You confirm that, if applicable, You have provided true, complete and accurate information about Yourself during the account registration or during the usage of the Services. If and to the extent  any such information is provided, You shall update the information if the submitted information is not accurate anymore. You shall bear any losses that occur due to submission of untrue, inaccurate  or incomplete  information. 
2. You are only transacting via Our Services with legally obtained funds that rightfully belong to You.

5. Fees

1. We may charge fees from You for accessing Our Services, and such fees will be charged as described on the Platform or in the user interface.  
2. Transaction fees (e.g., mining fees) may be chargeable for the Virtual Asset transactions engaged by You, through the relevant mode You engage with. You acknowledge that it is Your responsibility to have an adequate balance in Your Wallet to complete transactions before initiating a transaction. You further acknowledge and agree that We only allow You to secure the transaction by allowing You to distribute Your Private Keys as provided above and authenticate transactions, and will not be liable for any failed transactions or losses You incur due to incorrectly set transaction fees (i.e., too low or too high) or insufficient funds with Your Wallet. You further acknowledge and agree that we cannot access Your Private Keys or Private Key Shares, which are entirely in Your custody, or control Your transactions.

5. Intellectual Property Rights

1. As long as You agree to and comply with the present Terms, We grant You a non-exclusive, non-sublicensable and non-transferable license to use Our Services for Your personal use or internal business use only. Except as otherwise expressly permitted in these Terms, You will not: (a) reproduce, modify, adapt or create derivative works of any part of Our Services; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access Our Services; (c) use Our Services for the benefit of any third party; (d) incorporate Our Services into a product or service You provide to a third party without Our prior written consent; (d) circumvent mechanisms in Our Services to designed to limit Your use in an unauthorised manner; (f) use Our Services or the Platforms in violation of applicable law, or in violation of applicable terms (including these Terms) and intellectual property licenses associated with the Platforms and Services; (g) remove or obscure any proprietary or other notices contained in Our Services; and (h) use Our Services for competitive analysis, as part of any other software or project of any kind or to build competitive products. 
2. Unless otherwise indicated by us, the site, all content, and other materials contained therein, including, without limitation, the Our logo, and all designs, text graphics, pictures, information, data, software, and files relating to the Platform (the 'Content') are Our proprietary property or of Our affiliates or partners, as applicable.
3. Our logo and any of Our products or service names, logos, or slogans that may appear on the Platforms or elsewhere are Our proprietary property and may not be copied, imitated or used, in whole or in part, without Our prior written permission.
4. Unless otherwise stated, You may not use any Content without Our express written permission. It is clarified that non-response to a request for such approval shall not be deemed to be an approval.
5. We reserve the right to suspend or terminate Our Services if it has actually or allegedly infringed upon any person's intellectual property rights or other rights.

5. Taxes

It is Your sole responsibility to comply with Applicable Laws related to Your use of the Services including, without limitation, to collect and remit any and all taxes that apply to any transactions You have made using the Services. It is Your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that We are not responsible for determining or reporting the amount of any taxes You owe. 

10. Data Protection / Privacy

Please refer to Our Privacy Policy for details on how We collect, process, store and manage Your data. 

11. Third Parties 

The Platform may allow You to access third-party service providers, including other wallet providers such as Metamask (Third-Party SPs). We do not own, operate or offer any products, services or features of such Third-Party SPs, including the Wallet. Your usage of such Third-Party SPs are strictly subject to Your agreement to the terms of such Third-Party SPs. Any service, activity or function stated to be carried out by the Third-Party SP as per their terms is the responsibility of such Third-Party SP and not Us. We are not party to any agreement between You and the Third-Party SP. 

12. Suspension/Termination of Services

1. You agree that We have the right to immediately suspend Our Services, or otherwise partially or wholly pause or terminate Your access to the Services and/or the Platform, at any time, for any reason, including, without limitation, if We suspect that:

1. You have breached any of the obligations under the instant Terms of Use or the Agreement;
2. You violate or are suspected to violate Applicable Law;
3. You have concealed or provided false identification information or other details; 
4. You have engaged in fraudulent activity;
5. Your usage results in, or threatens to result in, any security breach and/or data breach in respect of the Platform;
6. You have engaged in any transaction(s) in violation of these Terms of Use;
7. You are involved in the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
8. You have used the Platform in a manner that violates the legal rights of others;
9. You are hindering other users' enjoyment of Our Services/Platforms;
10. You are exploiting Our Services/Platform for any unauthorised commercial purpose; or
11. You have impersonated another person. 

2. YOU AGREE TO HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
3. Provided that in case of suspension/termination of Our Services on the grounds under Para 12.1 above or if We shut down Our Services, You will be able to restore Your Private Keys using Your backups to any wallet of Your choice by using the Offline Private Key Recovery Tool that can be accessed [here].

13. Disclaimers

1. Except as expressly provided to the contrary in writing by Us, Our Services, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. We, including Our partners (if any), make no warranty that the Platforms or Our Services will (a) meet Your requirements; (b) be available on an uninterrupted, timely, secure, or error-free basis; or (c) be accurate, reliable, complete, legal, or safe at all times.
2. We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information in relation to Our Services. We do not represent or warrant that any content on the Platform is accurate, complete, reliable, current or error-free.
3. While We attempt to make Your access to and use of the Platforms and content safe in the spirit of Our Privacy Policy, We do not represent or warrant that any part of the Platform is free of viruses or other harmful components. We cannot guarantee the security of any data that You disclose online. You acknowledge and accept the inherent security risks of providing information and dealing online over the Internet. Further, You agree that You cannot hold Us responsible for any unauthorised access or breach of security of Your Wallet. We will not be responsible for any breach of security unless it is due to Our gross negligence, PROVIDED THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR WALLET HAS DESCRIBED IN PARA 5 ABOVE. In case of any actual or suspected breach of Your Private Keys or Private Key Shares, You are expected to immediately notify Us on snap@silencelaboratories.com. 
4. We will not be responsible or liable to You for any loss and take no responsibility and will not be liable to You for any use of the Platforms including but not limited to, any losses, damages, or claims arising from: (a) User error such as if You forget Your password(s), Private Key(s), Private Key Shares or recovery phrase(s), or carry out incorrect transactions, or mistype addresses; (b) server failure or data loss; (c) corrupted wallet files; (d) loss of Your lawfully acquired Virtual Assets; (e) any unauthorised third party activities, including without limitation, use of viruses, phishing, brute-force, or any other means of attack against the Platforms.
5. To the fullest extent provided by Applicable Law, We hereby disclaim all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the site and content contained therein. 

13. Limitation of Liability

To the fullest extent permitted by law, in no event will We be liable to You or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these terms, the site, products or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if We have been advised of the possibility of such damages. Access to and use of Our Services, Third-Party SPs and products are at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, in no event shall Our maximum aggregate liability arising out of or in any way related to these terms, the access and use of the Platforms, or any of Our Services exceed USD 1,000.

15. Indemnification

1. To the fullest extent permitted by Applicable Law, You agree to indemnify, defend and hold harmless Us and Our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the 'Our Parties'), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, 'Claims'), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

1. Your use or misuse of the Platforms or Our Services;
2. Your breach of these Terms of Use or actual or suspected violation of Applicable Laws;
3. Your breach or violation of the rights of a third party, including another user or Third-Party SP. You agree to promptly notify Us of any third-party Claims and cooperate with Our Parties in defending such Claims. You further agree that Our Parties shall have control of the defence or settlement of any third party Claims; or
4. Fraud, misrepresentation, misconduct or negligence by You in connection with the use of the Platforms or Services.

2. This indemnity is in addition to, and not in lieu of, any other indemnities that may be set forth in a written agreement between You and Us.

16. Transfer, Assignment or Delegation

1. Unless otherwise stated herein, these Terms of Use, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to You and, therefore, may not be transferred, assigned or delegated by You to any third party without Our written consent. Any attempted transfer or assignment in violation hereof shall be null and void.
2. You agree that we may assign any of Our rights and/or transfer, sub-contract, or delegate any of Our obligations under these Terms without any notice or consent from You. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. 

16. Severability

If any provision of these Terms of Use shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement, including these Terms of Use and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Law.

18. Entire Agreement / Translation

These Terms of Use, including the Privacy Policy and any other agreements, rules or policies available on the Platform and/or entered into between You and Us constitute the entire agreement between the parties regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). You acknowledge that in agreeing to these Terms of Use You do not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms of Use. These Terms of Use are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms of Use or any part of it is translated (for any proceedings, for Your convenience or otherwise) into any other language, the English language text of these Terms of Use shall prevail.  

19. Modification

We reserve the right in Our sole discretion to modify, suspend or discontinue, temporarily or permanently Our Services and/or the Platforms (or any features or parts thereof) or suspend or discontinue a part or whole of the Services at any time and without any liability for the same.

20. Force Majeure

We shall not be liable to You for delay in any performance or for the failure to render any performance under these Terms of Use or any other terms when such delay or failure is a direct result of any present or future statute, law, ordinance, regulation, order, failure to deliver on the part of its suppliers, judgement or decree, act of God, earthquake, epidemic, pandemic, explosion, lockout, boycott, strike, labour unrest, riot, war, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity and other similar events beyond Our control ('Force Majeure Event'). In the event of any such delay or failure, We will use reasonable efforts to promptly notify You of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will resume the performance of Our obligations as soon as reasonably practicable after the removal of the cause.

21. Waiver 

These Terms of Use shall not be waived in whole or in part except where agreed by the parties in writing. The delay of enforcement or the non-enforcement of any of the terms of these Terms of Use by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms of Use and no right, power or remedy conferred upon or reserved for any party in these Terms of Use is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

22. Notices and Communications

1. By using Our Services, You agree that We may provide You with notices or other communications, including marketing, relating to Your use of Our Services electronically:

1. via email (in each case to the address that You provide), SMS message, or telephone call (in each case to the phone number that You provide), or
2. by posting to the Platforms. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.

2. Notices to Us should be sent electronically to info@silencelaboratories.com. 

23. Third Party Rights

A person who is not a party to these Terms of Use has no right to enforce any of these Terms.

24. Governing Law, Jurisdiction and Dispute Resolution

These Terms of Use are governed by and shall be construed in accordance with the laws of Singapore without regard to any choice or conflict of laws rules. All or any disputes arising out of or touching upon or in relation to this Agreement including the interpretation and validity of the terms thereof and the respective rights and obligations of the parties shall be settled through arbitration. The arbitration proceedings shall be held at [Singapore] by a [sole arbitrator] who shall be appointed by Us and whose decision shall be final and binding upon all the parties. Subject to the arbitration clause, the courts at [Singapore] alone shall have jurisdiction. The language of the arbitration proceedings shall be in English. You and We agree that any cause of action arising out of Your use of Our Services must be commenced within three (3) months after the cause of action accrues or You become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action shall be permanently barred. Each party to any arbitration will cover its own fees and costs associated with the arbitration proceedings. The award of the arbitrator will be final and binding, and any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties to the arbitration shall not appeal any arbitration decision to any court.

25. Equitable remedy(ies)

Notwithstanding the foregoing, We may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and You agree that these Terms of Use are specifically enforceable by Us through injunctive relief and other equitable remedies without proof of monetary damages.

26. Survival

All Terms of Use incorporated here by their nature extend beyond the expiration or termination of these Terms of Use, including, without limitation, sections pertaining to suspension or termination, indemnification, general use of the site, and general provisions, shall survive the termination or expiration of these Terms of Use.

27. Corrections

While reasonable care has been taken, there may be information on the Platforms that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platforms at any time without prior notice.

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