Terms of Service — Tomorrow

These Terms of Service (the "Terms") are a legally binding contract between you and Tomorrow Labs, Inc., a Delaware corporation ("Tomorrow," "we," "us," or "our"), governing your access to and use of our website, mobile applications, software interfaces, documentation, and the wallet and succession services we offer (collectively, the "Services"). Please read these Terms carefully. They include important provisions affecting your legal rights, including, in Section 25, an agreement to resolve disputes by binding individual arbitration and a waiver of your right to participate in class actions.

BY CREATING AN ACCOUNT, ACCESSING THE SERVICES, OR CLICKING A BUTTON OR CHECK BOX INDICATING YOUR AGREEMENT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. What Tomorrow Is, and What It Isn't

In plain English: Tomorrow is software that gives you a self-custody crypto wallet with a built-in succession plan. You hold the keys. We can't move your money. If you stop checking in, or if people you choose to trust say you've died, a person you name gets access to the wallet. That person is not the legal owner; the legal owner is whoever your will, trust, or court order says it is.

1.1 Tomorrow is a software interface to a self-custody wallet. We provide a graphical user interface, account management tooling, and policy software that lets you create and operate a non-custodial multi-party-computation ("MPC") cryptocurrency wallet. The MPC infrastructure that produces wallet signatures is provided by Dynamic Labs, Inc., a Fireblocks company ("Dynamic"), an independent third party. That infrastructure consists of (i) a secure enclave that holds one of the two key shares and (ii) the cryptographic protocol that combines that share with the share held on your device. Tomorrow holds zero key material at any time. We have no ability, technical or otherwise, to access, freeze, seize, reverse, or move any digital assets in your wallet.

1.2 Tomorrow is not a bank, broker, custodian, exchange, money transmitter, or fiduciary. We are not registered or licensed as any of the foregoing. We provide software. Your digital assets are not on deposit with us, are not insured by the FDIC, SIPC, or any other government program, and are not held by us in any account, trust, escrow, or fiduciary capacity. We do not buy or sell digital assets, do not match orders, and do not custody or facilitate the custody of customer funds.

1.3 Tomorrow is not a law firm, estate planner, or tax advisor. Nothing in the Services constitutes legal, tax, accounting, investment, or financial advice. The Services provide an operational mechanism for transferring access to a wallet upon certain trigger events. The Services do not create, and are not a substitute for, a will, trust, transfer-on-death designation, or any other testamentary or estate planning instrument under the laws of any jurisdiction. You should consult a qualified attorney and tax advisor about your estate plan; the Services are intended to operate alongside, not in place of, that plan.

1.4 "Account" and "Account Owner." Within these Terms, an "Account" is the wallet-plus-succession arrangement you create through the Services, and the "Account Owner" (or "Owner") is the natural person who creates an Account and configures its succession arrangement. An Account is not a legally recognized trust under the laws of any jurisdiction, and the Account Owner is not a settlor, grantor, or trustee of any legally recognized trust. If you want a legally recognized trust, you should consult an attorney and execute the appropriate trust instrument; the Account may then be used as one operational mechanism to fund or transfer wallet access in accordance with that instrument.

2. Acceptance, Changes, and Notices

2.1 Acceptance. You accept these Terms by (a) creating an Account, (b) accessing or using the Services, or (c) clicking a button or check box indicating your agreement. If you accept on behalf of another person or entity, you represent that you have authority to do so and to bind that person or entity to these Terms.

2.2 Modifications. We may change these Terms from time to time. If we make material changes, we will provide notice through the Services or by email to the address associated with your Account. The updated Terms take effect on the date stated in the notice. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the changes, you must stop using the Services and revoke any Accounts that hold material assets. Because the Services are non-custodial, you can always export your wallet keys and continue to operate the wallet outside of Tomorrow; see Section 7.4.

2.3 Notices. We may give notices to you by email, in-application notification, or by posting on a Tomorrow website. You consent to receive notices electronically. You may give notice to us at the email address set forth in Section 32.

2.4 E-SIGN consent. You consent to receive all communications, agreements, disclosures, and notices required by law in electronic form, including by email, web posting, or in-application notification. You may withdraw this consent by closing your Account, but doing so will prevent you from continuing to use the Services. To receive paper copies of these Terms, contact us at the address in Section 32; we may charge a reasonable fee for paper copies. To update your contact information, use the in-application settings or contact us.

3. Eligibility

To use the Services, you represent and warrant that:

You are at least 18 years old and have full legal capacity to enter into these Terms;
You are not a resident of, located in, or organized under the laws of, any jurisdiction (i) subject to comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including without limitation Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, or any other comprehensively sanctioned jurisdiction as updated from time to time (collectively, "Sanctioned Jurisdictions");
You are not listed on, and are not owned or controlled by any person or entity listed on, OFAC's Specially Designated Nationals and Blocked Persons List, OFAC's Sectoral Sanctions Identifications List, the U.S. Department of Commerce's Denied Persons List or Entity List, the U.S. Department of State's Debarred Parties List, or any equivalent list maintained by the U.S. government or the government of any other jurisdiction in which the Services are made available (collectively, "Restricted Persons");
You will not use the Services for, on behalf of, or for the benefit of any Restricted Person, anyone in a Sanctioned Jurisdiction, or any purpose prohibited by U.S. or any other applicable export control or sanctions laws;
You have the legal right to use the digital assets you transact through the Services and are not subject to any court order, regulatory action, or other legal restriction prohibiting your use of the Services or of those digital assets; and
Your use of the Services will comply with all applicable laws, regulations, and rules of self-regulatory organizations, including without limitation those concerning anti-money laundering, counter-terrorism financing, sanctions, taxation, and securities.

3.2 No verification by Tomorrow. Because the Services are non-custodial, Tomorrow does not perform "Know Your Customer" or customer identification procedures and does not verify the representations in this Section 3. Your representations are a condition of your use of the Services and you make them at the time of each access to or use of the Services.

3.3 Geoblocking reserved. We may, in our sole discretion and without prior notice, use technical measures (including IP geolocation) to restrict or block access to the Services from any jurisdiction, and may modify the Services' availability in any jurisdiction at any time.

4. Tomorrow Accounts

4.1 Account creation. To use most of the Services, you must create a Tomorrow account by providing an email address and verifying it via a one-time passcode. Your Tomorrow account is the credential used to authenticate you to Tomorrow; it is not the same as your wallet or your wallet keys.

4.2 Account security. You are responsible for maintaining the confidentiality of your Tomorrow account credentials, including your email address and any multi-factor authentication ("MFA") device, and for all activities that occur under your account. You must notify us promptly of any unauthorized access. We are not liable for any loss arising from unauthorized access that you facilitated by failing to maintain the security of your credentials.

4.3 One person, one account. You may create only one Tomorrow account. You may not share your account with any other person or allow any other person to use your account or wallet.

4.4 Suspension or closure. We may suspend, restrict, or close your Tomorrow account at any time, with or without notice, if we reasonably believe (a) you have breached these Terms, (b) your use of the Services creates legal, regulatory, or security risk for Tomorrow or for other users, (c) you have engaged in fraud, manipulation, or unlawful conduct, or (d) we are required to do so by law. Closure of your Tomorrow account does not affect your wallet or your assets: because the Services are non-custodial, you retain your keys and recovery materials and may continue to operate the wallet independently of Tomorrow. See Section 7.4.

5. Subscription Plans

5.1 Subscription required for certain features. Certain features of the Services, including creating new Accounts, performing wallet writes as an Owner, and connecting an Account wallet to third-party applications, may require an active subscription. Beneficiaries (as defined in Section 9) and Trusted Group Members (as defined in Section 10.2) do not require a subscription.

5.2 Plans and pricing. Subscription plans, pricing, and included Account limits are described on our website or in the Services. As of the Effective Date, subscriptions are offered at $40 per month or $300 per year and include up to five (5) Accounts. We may change plans and pricing prospectively on notice as described in Section 2.2.

5.3 Billing. We use Stripe, Inc. as our payment processor. By subscribing, you authorize Stripe to charge the payment method you provide for the applicable subscription fee in advance for each billing period, plus any applicable taxes. Your relationship with Stripe is governed by Stripe's terms; you should review them before subscribing. We do not store your full payment card details on our systems.

5.4 Automatic Renewal and Cancellation

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS APPLICABLE) FOR AN ADDITIONAL PERIOD OF THE SAME LENGTH, AT THE THEN-CURRENT PRICE FOR YOUR PLAN, UNTIL YOU CANCEL.

You may cancel your subscription at any time through the customer portal accessible from your account settings (Stripe Customer Portal) or by contacting us at the address in Section 32. Cancellation takes effect at the end of your then-current billing period; you will retain access to subscriber features until that date.

Effect of cancellation or lapse. If your subscription is canceled or lapses, your existing Accounts will continue to exist and remain non-custodial. You will retain the ability to (a) view your Accounts and balances, (b) check in to confirm liveness, (c) complete claims as a Beneficiary, and (d) submit attestations as a Trusted Group Member. However, you will lose the ability to (i) create new Accounts, (ii) initiate wallet writes (including sending, swapping, or earning) through the in-app interface as an Owner, and (iii) connect new third-party applications. Importantly, your Digital Heartbeat will continue to run; if your check-in deadlines pass without action, your Account will Trigger and your Beneficiary may claim, regardless of your subscription status.

In plain English: If you stop paying, your wallet still exists. Your beneficiary can still claim if you stop checking in. But you can't use Tomorrow to send transactions or manage things through our app. You can always export your keys (see Section 7.4) and operate the wallet from another wallet software.

5.5 Refunds. Subscription fees are non-refundable except where required by law or as expressly stated in these Terms. We may, in our discretion, provide a pro-rata refund for billing periods materially affected by a Tomorrow service outage of more than seventy-two (72) consecutive hours, provided you request the refund within thirty (30) days of the outage. Outages affecting Dynamic, blockchain networks, or other third-party infrastructure do not qualify, except where such outages prevent you from using the in-app interface to such an extent that the subscription provides no value.

5.6 Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes imposed on the Services. You are solely responsible for any taxes arising from your digital asset transactions, including capital gains, income, transfer, gift, or estate taxes.

6. Recovery Materials and Your Security Responsibilities

6.1 Recovery Materials. During Account setup, you will be required to create or be issued certain materials that, together with possession of your device session, enable the operation and recovery of your wallet (collectively, "Recovery Materials"). Recovery Materials include:

Private Key Material. You are offered the opportunity, at the moment of Account creation and before any digital assets have been deposited, to view and export the full private key material for each chain-specific wallet in your Account through the Dynamic signing iframe. We strongly recommend that you do so and that you store these keys offline in a secure location. See Section 7.4 (Right to Eject).
Security Keys (recommended). You may register one or more authenticators that support the WebAuthn protocol and the PRF extension ("Security Keys"). A Security Key may be a hardware token (such as a YubiKey 5 series device or equivalent), a synced passkey (such as one stored in your iCloud Keychain or Google Password Manager), or a passkey held by a third-party password manager (such as 1Password or Dashlane), in each case provided the authenticator supports the WebAuthn PRF extension. You may register up to one (1) Security Key during Account creation and up to five (5) Security Keys per Account total through Account settings. Security Keys are the recommended recovery method. We strongly recommend that you register at least one Security Key for yourself and arrange for a separate Security Key to be available to your Beneficiary — for example, a hardware token kept in a safe deposit box, with your attorney, or otherwise pre-positioned for the Beneficiary to obtain upon a Trigger Event. Doing so avoids the need to share your Recovery Password with the Beneficiary at any time. Registration and recovery currently require a Chromium-based browser (Chrome, Edge, or equivalent); other browsers do not at present implement the WebAuthn PRF extension required by the Services.
Recovery Password (convenience). You are required to set a permanent password (the "Recovery Password") that is used to wrap an encryption key that, in combination with a Dynamic-held wallet share, allows the wallet to be unlocked at recovery time. The Recovery Password is provided as a convenience and as a backup recovery method. Security Keys are the better recovery approach; rely on the Recovery Password only when Security Keys are not available to you or your Beneficiary. The Recovery Password cannot be changed after Account setup and is never transmitted to or stored by Tomorrow. We have no ability to reset it. Loss of the Recovery Password, in combination with loss of any registered Security Keys, will permanently prevent you and your Beneficiary from completing the recovery flow.

6.2 Recovery Materials are per-Account. Each Account has its own independent Recovery Materials. The Recovery Password for one Account does not unlock another Account; a Security Key registered to one Account does not unlock another Account; Private Key Material exported from one Account is the key for that Account's wallets only. You are responsible for tracking which Recovery Materials correspond to which Account and for organizing your storage accordingly.

6.3 Your responsibilities. You are solely responsible for:

Safely storing and not disclosing your Recovery Materials, except as expressly required to facilitate Beneficiary claim (see Section 9.7);
Maintaining secure access to your email account, MFA device, and any device on which you have an authenticated Tomorrow session, and recognizing that compromise of any of these can result in unauthorized use of your wallet;
Maintaining the security and confidentiality of any Recovery Password, Security Key, or other authentication factor;
Verifying the recipient address, network, amount, and other parameters of every transaction before signing;
Blockchain transactions are irreversible. Tomorrow has no ability to recover funds sent to the wrong address or on the wrong network;
Promptly reporting any suspected unauthorized access or compromise of your Tomorrow account or Recovery Materials to support@tomorrow.xyz;
Maintaining backups, including printed or offline copies of your Recovery Materials and the keys exported under Section 7.4, in physically separate locations such that the loss of any single location does not eliminate access; and
All other reasonable steps to protect your digital assets, including using updated software, anti-malware tools, and current operating systems.

TOMORROW CANNOT RECOVER LOST RECOVERY MATERIALS. THERE IS NO TOMORROW-SIDE PASSWORD RESET, NO KEY RECOVERY, AND NO SUPPORT PROCESS FOR RESTORING ACCESS TO A WALLET WHOSE RECOVERY MATERIALS HAVE BEEN LOST.

7. The Self-Custody Bargain

In plain English: This is the most important section. You own your wallet. We can't access it. That means we can't lose it or steal it, but it also means we can't recover it or undo your mistakes. If you don't want this responsibility, you should use a custodial service instead of Tomorrow.

7.1 You hold the keys. Your wallet uses two-of-two multi-party-computation. One key share is held on your device, in a Dynamic-provided browser iframe. The other key share is held in a Dynamic secure enclave. Tomorrow holds zero key shares. Neither share alone can produce a signature; a signature requires both shares to cooperate via the MPC protocol.

7.2 What Tomorrow can and cannot do. Tomorrow has no technical ability, contractual right, or operational capability to:

Access, view, decrypt, or reconstruct any private key material or wallet share;
Move, transfer, send, freeze, seize, recover, reverse, or cancel any digital asset transaction;
Sign any transaction on your behalf; or
Restore access to a wallet whose Recovery Materials have been lost.

Tomorrow can, however, suspend or terminate your access to the in-application interface, including by declining to issue the short-lived authentication token used to bootstrap the MPC signing infrastructure. Doing so prevents you from using the cooperating-client path through Tomorrow's servers; it does not affect the wallet's underlying signing capability. Because you can export your private key material at any time (see Section 7.4) and operate the wallet using any compatible software, Tomorrow's ability to suspend in-application access is not a custody control.

7.3 Tomorrow is a software interface and policy rail, not a custody gate. When you use our in-application interface, our servers may perform user experience and policy functions (for example, computing whether a proposed transaction is within a spending limit you have configured), but our servers never hold key material and never act as a custody gatekeeper. A determined user with valid credentials can use any Dynamic-compatible software, including the Dynamic SDK directly, to sign and broadcast transactions from your wallet without Tomorrow's involvement. This is by design and is the proof of our non-custodial posture.

7.4 Right to Eject (the "Eject at Setup" feature). During Account creation, before any digital assets have been deposited, you are offered the opportunity to view and export the full private key material for each chain-specific wallet in your Account through the Dynamic iframe (the "Eject at Setup" feature). You attest, by completing Account creation, that you have been offered this opportunity at the safest possible moment (zero balance) and that you have either (a) exported and securely stored the private key material, in which case you can operate the wallet entirely outside of Tomorrow at any time, including by importing the keys into another wallet software, or (b) knowingly elected not to do so, accepting the trade-off that future export is still available but is more sensitive to operational security as assets accumulate.

7.5 Independent Operation. Because you can export your private key material under Section 7.4, you can import the keys into any standard wallet software and operate the wallet independently of both Tomorrow and Dynamic at any time.

7.6 Dynamic is a separate party. Dynamic is a separate party from Tomorrow. Your use of the wallet is also subject to Dynamic's own terms and policies, which you should review. Dynamic's acts and omissions, including any outage, security incident, change in terms, or discontinuation of service, are outside Tomorrow's control. We make no representation or warranty regarding Dynamic. See Section 14.

8. Digital Assets and Supported Networks

8.1 Supported Networks. The Services support wallets on certain blockchain networks ("Networks") as listed in the Services from time to time. As of the Effective Date, supported Networks include Ethereum and certain Ethereum-compatible chains (including, without limitation, Polygon, Base, and Arbitrum), Solana, and Bitcoin (collectively, the "Supported Networks"). We may add or remove Supported Networks at any time. Discontinuation of a Network in the Services does not affect the underlying blockchain or your keys; you can continue to operate that wallet outside of Tomorrow.

8.1(a) Networks and dApps are not under Tomorrow's control. A Supported Network is a third-party blockchain operated by an independent community of validators, miners, or node operators. Whether any Network is operational, performant, secure, available, or properly functioning at any time, whether any transaction is processed or confirmed, and whether any specific dApp, smart contract, token, or protocol on any Network interoperates correctly with the Services or with the wallet, are matters outside Tomorrow's control and outside Tomorrow's responsibility. The fact that the Services support a Network does not imply any representation about the Network's availability, security, finality, governance, or future evolution.

8.2 Supported Digital Assets. The wallet is capable of holding any digital asset native to a Supported Network. The Services' user interface may not display, support, or facilitate transactions for all such assets; the absence of interface support is not a representation that the asset is not present in the wallet or that the asset cannot be moved by other means.

8.3 No endorsement of any digital asset. Inclusion of a Supported Network or display of a digital asset in the Services is not an endorsement, recommendation, or representation about the asset, its issuer, its regulatory status, its value, or its prospects. We do not vet, audit, verify, or assume any responsibility for any digital asset, smart contract, token, or protocol.

8.4 Digital asset risks. Digital assets are subject to significant and unique risks, including without limitation:

Volatility and total loss of value;
Technical, security, and protocol-level risks specific to each Network and asset, including consensus failures, chain reorganizations, hard forks, soft forks, and exploits;
Smart contract risk, including bugs, exploits, or unintended behavior in contracts you interact with;
Cybersecurity risk, including phishing, social engineering, malware, and supply-chain attacks affecting your devices, wallets, or counterparties;
Regulatory risk, including the classification of digital assets as securities, commodities, or other regulated instruments under U.S. or foreign law, which may affect your ability to hold or transact in them;
Tax risk, including the treatment of digital asset transactions, succession, or yield for U.S. federal, state, and local tax purposes; and
Counterparty risk, including the risk of insolvency or misconduct by any application, exchange, protocol, or service with which you interact.

8.5 No recovery from network or counterparty failures. Tomorrow is not responsible for any loss arising from any Network event (including forks, reorganizations, exploits, or failures), any smart contract or protocol risk, or any third-party application or counterparty.

9. Beneficiary Designation and Succession

In plain English: You can name a person ("Beneficiary") who will get access to your wallet if a trigger fires. Important: this is not the same as leaving them the money in your will. We give the Beneficiary access; we don't give them ownership. Whoever inherits your stuff under your actual estate plan owns the assets. If your Beneficiary takes the money and you're still alive, or if they're not the rightful heir, they're holding the money for the rightful owner and they have to give it back.

9.1 What a Beneficiary Designation is, and is not. A Beneficiary Designation made through the Services (a "Designation") is an operational mechanism that, upon the occurrence of a Trigger Event (defined in Section 10), transfers the technical means of operating your wallet to your designated Beneficiary. A Designation is not any of the following:

a will, codicil, holographic will, or other testamentary instrument;
a trust agreement or other inter vivos or testamentary trust;
a transfer-on-death deed, payable-on-death designation, or similar device under applicable state law;
a power of attorney, guardianship, or conservatorship instrument;
a beneficiary designation as that term is used under any retirement, insurance, or other regulated product; or
a designation that, in itself, transfers ownership of, or any property interest in, any digital asset.

A Designation does not satisfy the execution formalities of a will, trust, or other testamentary instrument under any state's law (witnessing, notarization, holographic requirements, or otherwise), and is not intended to. If you want your digital assets to pass to a specific person upon your death, you must execute a will, trust, or other testamentary instrument with the assistance of a qualified attorney; the Services may then be used as an operational mechanism to effect that disposition in accordance with that instrument.

9.2 Beneficiary acceptance. Naming a person as Beneficiary does not by itself confer any rights on that person. The Beneficiary must (a) create a Tomorrow account using the email address you designated, (b) accept the Beneficiary invitation, and (c) at the time of claim, agree to the Tomorrow Beneficiary Terms of Service then in effect, available at https://tomorrow.xyz/legal/beneficiary-terms (the "Beneficiary Terms"). Until acceptance, the Beneficiary has no rights through the Services, and you remain free to revoke or change the Designation at any time.

9.3 Pre-Trigger access. Prior to a Trigger Event, the Beneficiary may, through their Tomorrow account, see that they have been designated as Beneficiary of an Account, see Account metadata such as the name and chain selection you chose, and view (but not modify) the trigger configuration. The Beneficiary cannot view balances, transaction history, or any wallet-write capability prior to a Trigger Event.

9.4 Claim process. Following a Trigger Event, the Beneficiary may initiate a claim through the Services. To complete a claim, the Beneficiary must (a) be authenticated to their Tomorrow account, (b) possess one of the Recovery Materials (the Recovery Password or a registered Security Key) for the Account, and (c) complete the in-application claim flow. The Beneficiary, not Tomorrow, is responsible for obtaining and safeguarding the necessary Recovery Materials.

9.5 No transfer of beneficial ownership; constructive trust. The occurrence of a Trigger Event and the resulting transfer of operational control to a Beneficiary does not, by itself, transfer beneficial ownership of any digital asset held in the wallet. Beneficial ownership of digital assets remains with you (the Owner) and, upon your death, passes solely pursuant to your valid will, trust, intestacy laws, transfer-on-death designation where legally recognized, order of a probate court of competent jurisdiction, or other operation of law.

At the time the Beneficiary accepts the Designation and again at the time the Beneficiary initiates a claim, the Beneficiary is required to accept the Tomorrow Beneficiary Terms of Service then in effect, which include the Beneficiary's affirmative agreement to hold digital assets accessed through the Services in constructive trust for you (if living) or your estate (if deceased), to return control to the rightful owner, and to comply with related obligations as set forth therein. Tomorrow is not a party to the rights and obligations created between you (or your estate) and the Beneficiary, and Tomorrow has no obligation to enforce, monitor, or adjudicate any claim of ownership; any legal recourse for breach of those obligations is between you (or your estate) and the Beneficiary directly.

9.6 Post-claim. Following a successful claim, the Beneficiary will have the same operational access to the wallet as an Owner and, subject to Tomorrow's policy rails and these Terms, may transact from the wallet. The Beneficiary remains subject to the constructive trust described in Section 9.5 with respect to the underlying ownership of digital assets. Tomorrow makes no representation that the Beneficiary will use that operational access in any particular way.

9.7 Sharing of Recovery Materials with Beneficiary. To allow the Beneficiary to complete a claim, you must arrange in advance for the Beneficiary to have access to your Recovery Password or to a registered Security Key. We recommend (a) sharing the Recovery Password by means independent of Tomorrow (for example, in a sealed letter, with your attorney, in a safe deposit box, or via a reputable password manager with appropriate inheritance arrangements), and/or (b) registering a Security Key that the Beneficiary will be able to access at the relevant time — for a hardware token, by physically transferring it or arranging for the future transfer of the device; for a synced passkey, by registering the passkey to a credential store that the Beneficiary will be able to access (for example, a shared password manager vault, or a passkey held in a platform account to which the Beneficiary has been granted access through that platform's legacy or inheritance mechanism). The Recovery Password is permanent and cannot be changed after Account creation; if you share it now and later wish to retract that sharing, your only options are to revoke the Account and create a new one or to accept the disclosure.

9.8 No verification of relationships. Tomorrow does not verify (a) whether the Beneficiary is in fact entitled to your assets under your estate plan or applicable law, (b) the existence of competing heirs or claims, (c) the validity of any will or trust instrument, or (d) any other matter bearing on ownership. The Designation operates solely as the operational mechanism described in this Section 9.

9.9 Suspension of Services access on court order. Upon receipt of an order from a court of competent jurisdiction directing Tomorrow to do so, or upon Tomorrow's receipt of a duly served subpoena, restraining order, or similar legal process requiring action with respect to an Account, Tomorrow may suspend the Beneficiary's ability to authenticate to the Services and initiate or complete a claim through the Services. Any such suspension is limited to Tomorrow's in-application interface; Tomorrow has no ability to freeze or seize digital assets in the wallet itself, and a person who possesses the Recovery Materials and key shares may continue to operate the wallet using software outside the Services. Nothing in this Section 9.9 requires Tomorrow to take any action absent such an order or legal process, and Tomorrow shall have no liability for any action taken or not taken in compliance with this Section 9.9.

10. Trigger Events

An Account moves from "Active" to "Triggered" status upon the occurrence of a "Trigger Event," which is one of the following events that you have configured:

10.1 Digital Heartbeat

The Digital Heartbeat trigger is a "deadman switch" that fires when you fail to confirm liveness within a configurable interval plus grace period. When you enable the Digital Heartbeat trigger:

You configure a check-in interval (e.g., 30, 60, 90, or more days) and a grace period (e.g., 3, 7, 30 days);
Beginning at Account creation and continuing thereafter, the Services compute a check-in deadline equal to your last check-in plus the interval plus the grace period;
You must click "I'm here" (or the equivalent) in the Services before each deadline to reset the timer;
If you fail to do so, the Trigger fires and the Account moves to Triggered status.

10.1(a) Reminders are a courtesy, not a guarantee. We may send you reminder emails as the deadline approaches. These reminders are provided as a courtesy and on a best-efforts basis. Email delivery is performed through third-party providers and is subject to failure, delay, filtering by your email provider, marking as spam, or your own deletion. You may have disabled email reminders in your notification preferences. You may not rely on Tomorrow's reminders as a substitute for tracking your own check-in schedule. We have no liability for any Trigger fired in accordance with your configured schedule, regardless of whether you received any particular reminder.

10.1(b) Configuration is your responsibility. You are solely responsible for selecting an interval and grace period appropriate to your circumstances. If you travel, lack reliable internet access, are hospitalized, or are otherwise unable to check in, a Trigger may fire while you are alive. Once a Trigger fires, the Account state machine moves one-way to Triggered; you cannot, through the in-application interface, reverse the Trigger. Recovery from a stuck Triggered state requires support intervention by Tomorrow, which we may provide in our sole discretion but are not obligated to provide.

10.1(c) Subscription lapse does not stop the Heartbeat. Cancellation or lapse of your subscription does not suspend or pause the Digital Heartbeat. If you stop using the Services for any reason, including non-payment, your Heartbeat will continue to run and your Trigger will fire on schedule.

10.2 Trusted Group Attestation

The Trusted Group trigger fires when a quorum of persons you have designated ("Trusted Group Members") submits attestations that you have died. When you enable the Trusted Group trigger:

You identify one or more Trusted Group Members by email address;
You set a quorum (e.g., 1 of 2, 2 of 3) of Trusted Group Members required to fire the Trigger;
Each Trusted Group Member may, at any time after they have created a Tomorrow account and accepted the invitation, submit an attestation through the Services that you have died;
When the configured quorum of attestations is reached, the Trigger fires automatically.

10.2(a) You select your Trusted Group at your sole risk. Tomorrow does not verify (and has no obligation to verify) the identity of any Trusted Group Member, the truth or accuracy of any attestation, the existence or content of any death certificate, or any other fact relating to an attestation. Trusted Group Members may collude, lie, be mistaken, be coerced, be impersonated, lose access to their email accounts, or be themselves the subject of fraud. You are solely responsible for selecting Trusted Group Members whom you reasonably believe will act in your interest and for setting a quorum appropriate to the risk of false attestation.

10.2(b) Trusted Group Member liability. A person who knowingly or recklessly submits a false attestation that you have died may be liable to you, your estate, and your Beneficiary for civil damages, including under theories of fraud, conversion, civil conspiracy, intentional interference with property rights, and breach of any applicable duty. Tomorrow is not a party to any such claim and is not liable for the acts or omissions of any Trusted Group Member.

10.2(c) No verification mechanism. The Services do not collect or verify death certificates, obituaries, court orders, or other proof of death. The attestation mechanism is an honor-system mechanism designed to operate alongside, not in place of, the legal processes governing death and estate administration.

10.3 Either Trigger Type or Both

You configure each Account with either a Digital Heartbeat trigger or a Trusted Group trigger. The trigger you select is the sole mechanism that can fire the Trigger Event for that Account.

10.4 Trigger Event consequences

Upon the occurrence of a Trigger Event:

The Account status changes from "Active" to "Triggered";
Your transactional access to the wallet through the Services' policy rail is denied;
The Beneficiary's access to view balances and complete a claim is enabled, but no transactional access is granted to the Beneficiary until the claim is completed;
Trusted Group Members continue to have no transactional access;
Active third-party application connections (e.g., WalletConnect sessions) may be terminated;
Notifications may be sent to Account members.

Following a Trigger Event but prior to claim, the Account is in a "hand-off" state. The Trigger does not, by itself, transfer or move any digital assets. The wallet keys remain valid; only the Services-side policy rail changes.

10.5 Revocation and modification

Prior to a Trigger Event, you may, at any time, modify the Trigger configuration (subject to Section 5 if your subscription has lapsed), change the Beneficiary, change the Trusted Group, change the quorum, or revoke the Account. Following a Trigger Event, you cannot modify or revoke through the in-application interface; recovery from a stuck Triggered state requires Tomorrow support intervention as described in Section 10.1(b).

11. Transactions and Policy Rails

11.1 You authorize each transaction. Every transaction signed from your wallet is authorized by you (or by an authorized actor following a Trigger Event or following your delegation to an AI Agent under Section 16) through cooperation between your key share and Dynamic's key share. The Services' user interface may present transaction details for your review; you are responsible for verifying every parameter before signing.

11.2 Irreversibility. Blockchain transactions, once broadcast and confirmed, are generally irreversible. Tomorrow has no ability to reverse, cancel, or modify a confirmed transaction. We have no ability to recall digital assets sent to a wrong address, to the correct address on the wrong network, in an incorrect amount, or in an incorrect asset.

11.3 Spending limits are a UX rail, not a custody control. You may configure per-transaction, daily, or other spending limits applicable to certain flows (including, without limitation, AI Agent flows). These limits are enforced by Tomorrow's servers in the cooperating-client path. They are not a custody control. A determined user, or a sophisticated application acting at your direction, may bypass our server entirely and sign transactions of any size that the wallet is technically capable of signing.

11.4 Network fees. Each transaction incurs network fees ("gas") that are paid in the native asset of the relevant Network. Network fees are set by the Network and are not under Tomorrow's control. You are responsible for ensuring your wallet has sufficient native asset balance to pay network fees.

11.5 Failed and stuck transactions. Transactions may fail, revert, be replaced, or remain unconfirmed for extended periods due to Network congestion, fee misestimation, contract reverts, RPC outages, or other reasons. Tomorrow is not responsible for any loss or delay arising from a failed, stuck, replaced, or reverted transaction.

12. Connecting to Third-Party Applications (WalletConnect)

12.1 You may connect to dApps. The Services allow you to connect your wallet to third-party decentralized applications ("dApps") through the WalletConnect protocol. Connecting to a dApp permits that dApp to request that your wallet sign messages and transactions.

12.2 dApps are not vetted. Tomorrow does not vet, verify, audit, endorse, or recommend any dApp. A malicious dApp can request signatures that drain your wallet. A dApp impersonating a legitimate service ("phishing") is a primary attack vector against self-custody wallets. You are solely responsible for evaluating any dApp before connecting, for reviewing each signature request, and for understanding what you are signing.

12.3 No recovery from dApp losses. Tomorrow has no ability to reverse a signature you authorize through a dApp or to recover funds taken pursuant to such a signature. This includes signatures that, on their face, appear to authorize a permission grant (e.g., a token approval) but that you did not understand to have that effect.

12.4 dApp terms apply. Your use of any dApp is governed by the terms of that dApp's operator, not by Tomorrow. Tomorrow is not a party to your interactions with any dApp.

13. Earn Feature (Smart Contract Yield)

13.1 The Earn feature. The Services include an "Earn" feature that permits you to deposit certain digital assets into smart contracts ("Earn Vaults") that wrap third-party lending protocols, currently including Aave V3, to generate variable yield. Earn Vaults are deployed by Tomorrow as standard ERC-4626 smart contracts on supported Networks. Earn is currently available only on certain EVM Networks.

13.2 No representation regarding yield. We may display annual percentage yield ("APY"), interest rates, or similar figures in the user interface. These are calculated from data available to us at the time of display, may not reflect realized yield, and are not a representation, projection, promise, or guarantee of any kind. Actual returns may be materially less, including zero or negative.

13.3 Performance fee. Tomorrow takes a performance fee on yield earned through Earn Vaults, expressed in basis points and described in the Services. Performance fees are deducted from yield generated by the Earn Vault contract and do not reduce your principal.

13.4 You bear all smart contract and protocol risk. When you deposit into an Earn Vault, you bear the full risk of:

A defect, bug, or exploit in the Earn Vault contract itself, which is software developed by Tomorrow and not subject to any guarantee of safety, security, correctness, or fitness for purpose;
A defect, bug, or exploit in the underlying lending protocol (e.g., Aave V3);
A defect, bug, or exploit in any other smart contract or protocol with which the Earn Vault interacts (including oracles, governance contracts, and routing infrastructure);
Insolvency, illiquidity, or other failure of the underlying protocol such that you are unable to withdraw your principal or any yield;
Network-level failures, including reorganizations and forks, affecting any of the foregoing;
Governance changes by the underlying protocol that materially affect the Earn Vault's economics or behavior; and
Loss of value of the asset deposited.

13.5 Not investment advice; no fiduciary duty. Nothing in the Services or in connection with the Earn feature constitutes investment, financial, tax, or legal advice. We are not your investment adviser, broker, or fiduciary, and have no duty to act in your best interest in connection with any Earn deposit. You should not rely on any APY display, dashboard, or other interface element as a recommendation. You are solely responsible for determining whether the Earn feature is appropriate for you.

13.6 Discontinuation. We may modify, suspend, or discontinue the Earn feature, or any particular Earn Vault, at any time. Discontinuation does not affect your ability to withdraw existing deposits through the underlying smart contracts directly, except to the extent the underlying smart contracts themselves prevent or limit withdrawal.

14. Third-Party Services and Critical Infrastructure

14.1 Third-Party Services. The Services rely on, and integrate with, products and services provided by third parties (collectively, "Third-Party Services"). These include, without limitation: Dynamic (which provides the MPC wallet infrastructure as described in Section 7); the WalletConnect protocol operator (which provides the connection layer for third-party applications as described in Section 12); Aave and other decentralized lending protocols that the Earn feature interacts with (as described in Section 13); third-party authentication, database, payment processing, blockchain RPC, hosting, content delivery, observability, email delivery, and analytics providers; and any dApp or AI Agent that you connect to your wallet through the Services. The specific identity of any Third-Party Service provider (other than as described in Sections 7, 12, and 13) may change from time to time without notice to you.

14.2 Third-Party Services are independent of Tomorrow. Third-Party Services are provided by third parties, not by Tomorrow. Your use of any Third-Party Service may be subject to that third party's separate terms and privacy policies. We do not control any Third-Party Service. We make no representation or warranty regarding any Third-Party Service.

14.3 We disclaim liability for Third-Party Services. Tomorrow has no liability for the acts, omissions, errors, outages, breaches, insolvency, security incidents, changes in terms, or discontinuation of service of any Third-Party Service. This is independent of and in addition to the limitation of liability in Section 22.

14.4 Discontinuation by third parties. If a Third-Party Service is discontinued, modified, or becomes unavailable, the corresponding feature of the Services may also become unavailable. Tomorrow has no obligation to replace any Third-Party Service. Because the Services are non-custodial, discontinuation of a Third-Party Service does not affect your wallet keys; you can continue to operate the wallet using the keys exported under Section 7.4.

15. AI Agents and Delegated Spending

In plain English: You can connect an AI agent — a piece of software that acts on your behalf — to your wallet and set rules for how much it can spend. Within those rules, the agent can spend your money automatically without asking you each time. If the agent goes wrong (bug, hack, hallucination, bad instructions), it can drain up to your limit before you notice. This is your decision and your risk. We don't vet agents. We don't guarantee them. We don't recover losses from them.

15.1 AI Agents. The Services allow you to connect software systems including artificial intelligence agents ("AI Agents") to your wallet for purposes including, without limitation, automated transactions, micropayments, machine-to-machine commerce, and protocol interactions, through the x402 protocol, WalletConnect, and other supported connection mechanisms.

15.2 You authorize the AI Agent. By connecting an AI Agent to your wallet, you authorize the AI Agent to act on your behalf within the parameters you configure, including without limitation an auto-approve limit, a maximum per-transaction limit, and a daily limit (collectively, "Spending Policies"). Within the Spending Policies you configure, the AI Agent may sign transactions without further prompt to you. Outside the Spending Policies, the Services' policy rail will require explicit user approval for the cooperating-client path; the policy rail is not a custody control and may be bypassed as described in Section 11.3.

15.3 You are solely responsible for the AI Agent. You are solely responsible for:

Selecting any AI Agent and evaluating its safety, security, and suitability;
Configuring Spending Policies appropriate to the AI Agent's purpose and to your risk tolerance;
Monitoring the AI Agent's activity and disconnecting or pausing it if its behavior is unexpected;
All activity conducted by, through, or in connection with the AI Agent, including all transactions signed within the Spending Policies, all transactions signed outside the Spending Policies through a bypass, and all consequences thereof; and
Any liability arising from any AI Agent's interactions with third parties.

15.4 No vetting; no warranty. Tomorrow does not vet any AI Agent, does not guarantee any AI Agent's reliability, accuracy, safety, or freedom from defect, and makes no representation that any AI Agent will behave as you expect or as the AI Agent's provider describes.

15.5 Spending Policies are maxima, not targets. A Spending Policy sets the maximum amount the AI Agent is permitted to spend through the cooperating-client path within the relevant time window. It is not a target, recommendation, or budget. An AI Agent that is misconfigured, compromised, hallucinating, or maliciously prompted may attempt to spend up to the Spending Policy maximum in a single time window; you should set Spending Policies on the assumption that the entire maximum could be spent at any time.

15.6 No agency relationship with Tomorrow. No AI Agent is Tomorrow's agent. Tomorrow is not your agent or attorney-in-fact in respect of any AI Agent. The user-agent relationship is between you and the AI Agent (and its operator, if any); Tomorrow's role is limited to providing the connection mechanism and the policy rail.

16. Prohibited Conduct

You will not, and will not authorize any other person or AI Agent to, use the Services:

In violation of any applicable law or regulation, including without limitation laws and regulations relating to sanctions, anti-money laundering, counter-terrorism financing, fraud, taxation, or securities;
To facilitate any transaction with, on behalf of, or for the benefit of any Restricted Person or any person in a Sanctioned Jurisdiction;
To engage in money laundering, terrorist financing, fraud, market manipulation, or any other unlawful activity;
To send, receive, hold, or transact in digital assets that you know or should know are the proceeds of unlawful activity, are subject to a court order or government action, or are stolen;
In a manner that interferes with, disrupts, or attempts to compromise the security or integrity of the Services or any Third-Party Service, including by attempting to circumvent security features, scraping, denial-of-service attacks, or exploitation of vulnerabilities;
To reverse-engineer, decompile, or disassemble any part of the Services except to the extent permitted by applicable law;
To create derivative works, copies, or distributions of the Services except as expressly permitted in writing;
To impersonate any person or misrepresent your identity, affiliation, or authority;
To create or operate multiple Tomorrow accounts (other than as permitted by Section 4.3);
To harvest or collect information about other users; or
To use the Services in any manner not expressly permitted by these Terms.

17. Intellectual Property

17.1 Our intellectual property. The Services, including all software, designs, text, graphics, images, marks, logos, and other content, are owned by Tomorrow or its licensors and are protected by intellectual property laws. Except for the limited license granted in Section 17.2, no rights are granted to you.

17.2 Limited license to you. Subject to your compliance with these Terms, Tomorrow grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use in connection with your own wallet.

17.3 Feedback. If you provide us feedback, suggestions, or ideas about the Services, you grant Tomorrow a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that feedback for any purpose, without obligation to you.

17.4 Open source. The Services may incorporate open-source software. Use of that software is subject to the applicable open-source licenses.

18. Privacy

Our collection, use, and disclosure of information is described in our Privacy Policy, available at tomorrow.xyz/privacy and incorporated by reference. By using the Services, you acknowledge our Privacy Policy. Key points to be aware of:

We collect and process certain personal information, including your email address, IP address, device information, and Account configuration, to operate the Services;
We collect liveness signals associated with the Digital Heartbeat trigger;
We collect WebAuthn credential identifiers and other authentication-related metadata. We do not collect biometric data; biometric authentication is performed by your device's operating system and authenticator, and Tomorrow has no access to the underlying biometric;
We collect on-chain transaction data observed via webhooks from blockchain RPC providers for purposes of providing the activity feed and other Services functionality;
Blockchain transactions are inherently public; we do not control and cannot anonymize what is recorded on a public Network;
We use third-party processors as described in our Privacy Policy.

19. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOMORROW EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Tomorrow does not warrant or represent that:

the Services will meet your requirements or expectations;
the Services will be uninterrupted, timely, secure, accurate, complete, or error-free;
any defects in the Services will be corrected;
any digital asset, smart contract, dApp, Third-Party Service, or AI Agent is safe, secure, accurate, lawful, or appropriate for any purpose;
any Trigger Event will fire on time or at all;
any reminder, notification, or notice will be delivered;
any Beneficiary will receive operational access in any particular timeframe;
any APY, yield, fee, or other financial figure displayed is accurate or will be realized;
the Services are appropriate or available for use in any particular jurisdiction; or
any digital asset held in a wallet operated through the Services constitutes a security, commodity, currency, or other particular regulated instrument under any applicable law.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

20. Assumption of Risk

You acknowledge that:

Digital assets, blockchain technology, smart contracts, decentralized finance, and self-custody wallets involve material risks, including total loss of value;
You are sophisticated enough, or have consulted sufficiently qualified advisors, to evaluate those risks;
You have read and understood the risks set forth in these Terms (including without limitation Sections 7, 8, 10, 13, and 15);
You assume all such risks and take full responsibility for your use of the Services and for all transactions conducted from your wallet, regardless of whether those transactions were conducted through the in-application interface, through a dApp, through an AI Agent, or directly with Dynamic or with the underlying Networks; and
You will not hold Tomorrow responsible for any loss arising from any such risk.

21. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Tomorrow, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

your use of the Services;
your breach of these Terms or any representation you make herein;
your violation of any applicable law or any third party's rights;
any transaction conducted from your wallet, whether authorized by you, by an AI Agent, by a Beneficiary, or by another person, and whether through the Services or by bypass;
any dispute with any Beneficiary, Trusted Group Member, heir, executor, administrator, trustee, or other party regarding the operation or proceeds of any Account;
any AI Agent's use of your wallet; and
your tax obligations.

Tomorrow may, at your expense, assume the exclusive defense and control of any matter subject to indemnification by you. You will cooperate as reasonably required.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOMORROW OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, LOST GOODWILL, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL TOMORROW'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE AMOUNT YOU PAID TO TOMORROW IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Tomorrow's liability does not extend to:

loss or theft of any digital asset by reason of any act, omission, error, or failure of any third party or any Network;
any transaction you (or a person, AI Agent, or system acting at your direction or through your wallet) signed, whether or not you intended the effect of that transaction;
any Trigger Event that fires in accordance with the configuration you selected, whether or not you intended the result;
any act or omission of any Beneficiary, Trusted Group Member, heir, executor, administrator, trustee, or other party;
any failure of any reminder, notification, or notice to be delivered;
any loss arising from any Third-Party Service.

Nothing in these Terms excludes or limits liability for (i) gross negligence, fraud, or willful misconduct, (ii) any liability that, under applicable law, cannot be excluded or limited, or (iii) liability that cannot, under applicable law, be made subject to the limitations set out in this Section 22. Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

22.1 Basis of bargain. The disclaimers in Section 19, the assumption of risk in Section 20, and the limitations in this Section 22 are a fundamental basis of the bargain between you and Tomorrow. Without them, the Services would not be offered at the price and on the terms offered.

23. Term and Termination

23.1 Term. These Terms commence when you first accept them and continue until terminated as set forth herein.

23.2 Termination by you. You may terminate these Terms at any time by ceasing all use of the Services, closing your Tomorrow account, and revoking your Accounts. Closure of your Tomorrow account does not, by itself, change anything about your wallet, your keys, or any active Trigger; you should take any further action required (e.g., transferring assets, executing an updated estate plan) as appropriate to your circumstances.

23.3 Termination by Tomorrow. Tomorrow may terminate these Terms or suspend your access to the Services at any time, with or without notice, for the reasons described in Section 4.4 or in our sole discretion. Termination does not give rise to any liability of Tomorrow to you.

23.4 Survival. The following Sections survive any termination of these Terms: 1, 7, 9.5, 9.6, 9.8, 9.9, 17, 18, 19, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, and 32.

24. Other Programs (Tomorrow Rewards)

Tomorrow may offer separate programs, including without limitation the "Tomorrow Rewards" program, that are governed by separate program-specific terms. To the extent you participate in any such program, your participation is governed by the applicable program terms, and these Terms govern only your underlying use of the Services. In the event of any conflict between program terms and these Terms, the program terms control as to the subject matter of the program.

25. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION 25 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH TOMORROW BY BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF, INCLUDING WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

25.1 Informal resolution. Before initiating any formal dispute, you and Tomorrow agree to attempt to resolve the dispute informally for at least thirty (30) days by contacting the other at the address in Section 32 (for Tomorrow) or at the email address associated with your Tomorrow account (for you).

25.2 Binding arbitration. Except as otherwise provided in this Section 25, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be finally resolved by binding individual arbitration administered by JAMS pursuant to its applicable rules then in effect (the "Rules"). The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Wilmington, Delaware. The arbitrator will have authority to grant any remedy that would otherwise be available in court, except as expressly limited herein. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

25.3 Class action waiver. You and Tomorrow each agree that any Dispute will be resolved by arbitration on an individual basis only, and that neither party may bring a Dispute as a class, collective, mass, consolidated, or representative action. The arbitrator may not consolidate the claims of multiple parties and may not preside over any form of representative or class proceeding. If a court of competent jurisdiction determines that this class action waiver is unenforceable, then this Section 25 is null and void in its entirety.

25.4 Mass arbitration protocol. If twenty-five (25) or more substantially similar Disputes are filed or threatened against Tomorrow by the same or coordinated counsel within any 60-day period (a "Mass Arbitration"), the following procedures apply. JAMS will be notified and will administer the Mass Arbitration as a batched proceeding. The first ten (10) cases ("Bellwether Cases") will proceed to individual arbitration. Following the conclusion of the Bellwether Cases, the parties and JAMS will engage in a 60-day global mediation. If the global mediation does not result in resolution, the remaining cases will proceed sequentially in batches of ten (10), with each batch concluding before the next begins. The Bellwether Cases serve as informational benchmarks; no party is bound by the result of a Bellwether Case in a subsequent case. This protocol applies notwithstanding any contrary provision in the Rules.

25.5 Carve-outs. Notwithstanding Section 25.2, either party may (a) bring an individual action in small claims court for any Dispute within that court's jurisdiction, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or to prevent unauthorized access to the Services pending the appointment of an arbitrator.

25.6 Opt-out. You may opt out of this agreement to arbitrate by sending written notice of your opt-out to legal@tomorrow.xyz within thirty (30) days of first accepting these Terms. The notice must include your name, the email address associated with your Tomorrow account, and a clear statement that you opt out of this Section 25. Opting out does not affect any other provision of these Terms.

25.7 Severability. If any provision of this Section 25 (other than the class action waiver in Section 25.3) is found unenforceable, the remaining provisions will continue in force.

26. Governing Law and Venue

26.1 Governing law. These Terms, and any Dispute, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 25.

26.2 California consumer rights. If you are a resident of California, certain consumer protection statutes (including without limitation the California Consumers Legal Remedies Act, the California Unfair Competition Law, and the California Automatic Renewal Law) may apply to your use of the Services notwithstanding Section 26.1. Nothing in these Terms limits any non-waivable right you may have under those statutes.

26.3 Venue for non-arbitrable matters. For any Dispute that, notwithstanding Section 25, is brought in court, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, and waive any objection to such jurisdiction or venue.

27. International Use

The Services are operated from the United States. We make no representation that the Services are appropriate or available for use in any particular jurisdiction. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws.

28. Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Tomorrow may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to any affiliate. Any attempted assignment in violation of this Section 28 is void.

29. Entire Agreement; Order of Precedence

These Terms, together with the Privacy Policy (available at https://tomorrow.xyz/legal/privacy), the Beneficiary Terms of Service (available at https://tomorrow.xyz/legal/beneficiary-terms, where applicable), and any other terms expressly incorporated herein (including program-specific terms under Section 24), constitute the entire agreement between you and Tomorrow regarding the Services and supersede all prior or contemporaneous understandings. In the event of a conflict, the order of precedence is (a) program-specific terms as to the subject matter of the program, (b) these Terms, (c) the Privacy Policy, and (d) other incorporated documents.

30. Severability and Waiver

30.1 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be construed to give effect to the parties' intent to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

30.2 Waiver. A failure or delay by Tomorrow in exercising any right under these Terms does not waive that right.

31. No Third-Party Beneficiaries; Independent Contractors

These Terms do not create any third-party beneficiary rights. No partnership, joint venture, employment, agency, fiduciary, or trustee relationship is created between you and Tomorrow by these Terms.

32. Contact

Notices to Tomorrow may be sent to:

Tomorrow Labs, Inc.

Attention: Legal

Tomorrow Labs, Inc.

1301 N Broadway #66357

Los Angeles, CA 90012

Email: legal@tomorrow.xyz

For general support: support@tomorrow.xyz

END OF TERMS OF SERVICE