Terms of Service

1. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction. You must not be a resident of, or located in, any jurisdiction that is subject to comprehensive sanctions, and you must not appear on any government list of prohibited or restricted parties. We may decline to offer Services to any person at our discretion.

2. Description of Services

Bruce provides a financial technology platform that includes stablecoin-denominated payments, accounts, and related products. Available features depend on your jurisdiction, account type, and verification status. Some features may be operated by Bruce directly, while others may be provided in partnership with regulated third parties (each a "Partner"). Where Services are provided by a Partner, the Partner's terms may apply in addition to these Terms. Smart Escrow, where available, is further governed by Section 20 (Escrow Terms). Profile Offerings, where available, are further governed by Section 21 (Offerings Terms). Scheduled Payments, where available, are further governed by Section 22 (Scheduled Payment Terms).

3. Account registration, KYC and AML

To access certain Services you must register an account and complete identity verification. You agree to provide accurate, current, and complete information and to update it promptly when it changes. We may request additional information at any time to satisfy our regulatory obligations including KYC, AML, sanctions screening, and source-of-funds review. You authorize us to verify the information you provide using third-party data sources. We may suspend, restrict, or terminate your access if we are unable to verify your identity or if we suspect the account is being used in violation of these Terms or applicable law.

4. Permitted use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree to comply with all applicable laws, including financial services, tax, anti-money laundering, sanctions, and consumer protection laws.

5. Prohibited use

You agree not to use the Services to:

• Engage in money laundering, terrorist financing, fraud, tax evasion, or any other illegal activity.
• Transact with sanctioned persons or in sanctioned jurisdictions.
• Engage in market manipulation, insider dealing, or other prohibited financial conduct.
• Provide false, misleading, or fraudulent information.
• Reverse engineer, decompile, or attempt to extract source code or proprietary information from the Services.
• Interfere with, disrupt, or compromise the security of the Services.
• Facilitate gambling, adult content, weapons, narcotics, or any other activity prohibited under our acceptable use policy.
• Resell, sublicense, or otherwise commercialize the Services without our written consent.

6. Custody, stablecoins, and risk disclosures

Balances shown as "Money" in the Services are USDC on the Polygon network unless Bruce expressly states otherwise. USDC is a USD-pegged stablecoin. Where Bruce or a Partner holds funds on your behalf, those funds are held in accordance with the applicable regulatory framework of the jurisdiction in which the relevant entity is licensed. Stablecoin balances represented in your account are claims redeemable in accordance with the terms of the underlying issuer. You acknowledge that:

• Stablecoin assets carry issuer, counterparty, custody, technology, and regulatory risks, including the risk that a stablecoin loses its peg or becomes unredeemable.
• Bruce is not a bank, and balances held with Bruce are not deposits and are not insured by deposit insurance schemes unless explicitly stated for a specific product and jurisdiction.
• The legal and regulatory treatment of digital assets is evolving and may change.
• You are responsible for any tax consequences of your use of the Services.

6.1 Users first - self-custody

Bruce provides software that enables you to view and initiate transactions from your self-custodial wallet. Bruce does not take custody of, or have unilateral control over, the USDC held at your wallet address.

6.2 What self-custodial means in Bruce

Self-custodial means you authorize transfers from your wallet and your USDC lives on the blockchain at an address tied to your account. Bruce does not hold your money as a deposit. This is different from custodial exchanges or platforms that control your keys: if such a platform shuts down, pauses withdrawals, or is banned, you may lose access to funds held there. With Bruce, your continuity plan is to export your wallet key and use any compatible wallet on Polygon. For background on self-custody, see Yahoo Finance - self-custody explainer and Trust Wallet - custodial vs non-custodial wallets.

Bruce uses Privy for embedded wallet infrastructure. Privy provides non-custodial wallets: key material is split and secured using trusted execution environments; neither Bruce nor Privy stores your full private key in a way either party can read. Learn more from Privy: embedded wallets, user wallets, and security architecture.

6.3 Your wallet address and on-chain verification

Your wallet address is shown in Settings → Advanced → Wallet (web and mobile). You can verify your USDC balance independently at any time on PolygonScan by searching your address. Bruce uses native USDC on Polygon (Circle contract: 0x3c499c542cEF5E3811e1192ce70d8cC03d5c3359). See Circle USDC on main networks and the PolygonScan USDC token page.

6.4 Accessing your funds if Bruce is unavailable

If the Bruce app is temporarily unavailable, restricted in your jurisdiction, or Bruce ceases operations, your USDC generally remains at your wallet address on Polygon unless you move it. To access or move funds without relying on Bruce:

1. While you can still sign in: open Settings → Advanced → Wallet → Export wallet. Privy opens a secure modal where only you can copy your private key. Store it offline; never share it. Anyone with your key can move your funds.
2. Import into another wallet (MetaMask, Rainbow, or another EVM wallet) on Polygon Mainnet (chain ID 137) using the exported private key. See MetaMask - use an existing wallet.
3. Add or display USDC in your new wallet if needed, using the Polygon USDC contract address above.
4. Pay network fees with a small amount of POL (Polygon’s native gas token) to send USDC.
5. Verify on-chain first: even if Bruce’s UI is down, check PolygonScan for your balance at your known wallet address.
6. Follow Privy’s transfer guide if you need to move wallet access outside Bruce: Transferring your app account. Privy export documentation: export wallet.
7. Off-ramp or cash-out is your responsibility and subject to local law, sanctions, and third-party provider rules. Bruce cannot guarantee that exchanges, banks, or other off-ramps are available in every jurisdiction.

6.5 Regulatory shutdown, bans, and Bruce discontinuance

Bruce may suspend or terminate your access to the Services (Sections 3, 12, and 17) for compliance, sanctions, security, or operational reasons. That affects the Bruce product - not ownership of on-chain assets at your wallet address. If Bruce stops operating, we will use reasonable efforts to provide notice where lawful. Your continuity plan is: export your wallet key while authenticated, verify your balance on PolygonScan, and import your key into another wallet on Polygon.

Limits you should understand: Bruce cannot recover a lost private key; cannot reverse confirmed on-chain transfers; cannot guarantee that Privy, MetaMask, PolygonScan, or other third-party services remain available in every country; and you remain responsible for legal compliance in your jurisdiction. Privy security FAQs: docs.privy.io/security/security-faqs.

7. Fees

Fees applicable to the Services will be disclosed before you complete a transaction or activate a feature. We may change fees from time to time, with reasonable advance notice where required by law.

8. Transactions and Settlement

Transactions initiated through the Services may be subject to transaction limits, compliance reviews, delays, or restrictions in accordance with our policies and applicable law.

Bruce does not have unilateral authority to debit, credit, freeze, transfer, or otherwise move USDC held at your self-custodial wallet address. Transactions involving your on-chain assets require the applicable blockchain transaction to be authorized and executed through your wallet or the applicable smart contract.

Where permitted by the applicable smart contract or product design, certain transactions may be subject to automated settlement, refunds, releases, dispute resolution, or other on-chain rules described in the applicable product terms.

Bruce may restrict, suspend, or terminate your access to the Services, including preventing you from initiating new transactions through the Bruce interface, where reasonably necessary to comply with applicable law, sanctions, security requirements, or our policies. Such restrictions do not constitute custody or control of USDC held at your wallet address and do not by themselves transfer ownership of or move those assets.

Bruce may correct errors in its records, account information, transaction status, or user-interface balances. Such corrections do not give Bruce ownership of or unilateral control over your on-chain assets.

9. Intellectual property

All intellectual property rights in the Services, including software, design, content, trademarks, and logos, are owned by Bruce or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely for their intended purpose.

10. User content

You retain ownership of any content you submit. By submitting content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display it solely as necessary to operate and improve the Services. You are responsible for ensuring that your content does not infringe the rights of others or violate applicable law.

11. Third parties

The Services may include or link to third-party content, products, or services. Your use of those is subject to the third party's terms. We do not endorse and are not responsible for any third-party offering.

12. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms, applicable law, or our acceptable use policy, or if continued access poses a regulatory, legal, security, or financial risk. You may close your account at any time, subject to settlement of outstanding obligations and applicable verification.

13. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any information provided is accurate or complete. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

14. Limitation of liability

To the maximum extent permitted by law, Bruce, its affiliates, and their respective officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, business, or goodwill, arising out of or in connection with your use of the Services. Our aggregate liability arising out of or relating to these Terms or the Services shall not exceed the greater of (a) the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or (b) one hundred United States dollars.

15. Indemnification

You agree to indemnify, defend, and hold harmless Bruce and its affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in connection with your use of the Services, your breach of these Terms, or your violation of any law or third-party right.

16. Governing law and disputes

These Terms are governed by the laws of England and Wales, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration on an individual basis in accordance with the rules of a recognized arbitral institution, except where such arbitration is prohibited by law. Each party waives the right to participate in a class action.

17. Regulatory disclosures

Where Bruce or a Partner is licensed to provide regulated financial services in a particular jurisdiction, additional regulator-specific disclosures, terms, and protections may apply. Those will be provided to you separately and form part of your relationship with the relevant entity.

18. Changes

We may update these Terms from time to time. We will provide notice of material changes through the Services or by other reasonable means. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance.

19. Miscellaneous

These Terms constitute the entire agreement between you and Browills Limited (trading as Bruce) regarding the Services and supersede any prior agreements. If any provision is found to be unenforceable, the remaining provisions will continue in effect. Our failure to enforce any right or provision will not be deemed a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

20. Escrow Terms

These Escrow Terms form part of the Terms and apply whenever you create, fund, accept, decline, cancel, release, dispute, report, rate, message, or otherwise interact with Smart Escrow ("Escrow"). Capitalized terms used but not defined in this Section have the meanings given elsewhere in these Terms. If there is a conflict between this Section and other parts of these Terms solely with respect to Escrow, this Section controls for that conflict.

20.1 Nature of Escrow

Smart Escrow is a non-custodial smart-contract feature that holds USDC between a buyer and a seller until release, refund, or dispute resolution under the on-chain rules of the deployed Escrow contract (the "Escrow Contract"). Escrowed funds are held by the Escrow Contract on the applicable blockchain network, not in a Bruce custodial account. Bruce does not take possession of escrowed USDC as a traditional escrow agent, bank, money transmitter of the escrowed principal, or bailee of the funds while they remain in the Escrow Contract.

Escrow is a convenience and risk-management tool for lawful peer-to-peer commerce between Bruce users. Profile Offerings (products or services listed on a user profile) are a convenience catalog that can prefill an Escrow; they are not a Bruce-operated marketplace, store, auction, or brokerage. Escrow does not create a guarantee of delivery, a warranty of goods or services, insurance coverage, a deposit account, or a fiduciary relationship between Bruce and either party regarding the underlying commercial deal.

When you create an Escrow or accept an Escrow as seller, you must affirmatively agree to these Escrow Terms (including the obligation to report illegal activity and not to use Escrow for banned goods or services). If you do not agree, you must not create, fund, or accept an Escrow.

20.2 Eligibility and capacity

You may use Escrow only if you meet the eligibility requirements in Section 1 and have a Bruce account in good standing with access to the feature. Both buyer and seller must be able to control a compatible blockchain wallet address associated with their Bruce account. Escrow cannot be created to yourself. If the intended seller has no resolvable wallet address, the Escrow cannot be created.

You represent that you have legal capacity to enter the commercial arrangement described in the Escrow, that any funds you deposit are yours (or that you are authorized to deposit them), and that your use complies with sanctions, AML, and other applicable law. Bruce may refuse, pause, or limit Escrow for any user or counterparty at its discretion, including for compliance, risk, or operational reasons.

20.3 Supported asset and network

Unless Bruce expressly states otherwise in the product interface, Escrow supports only native USDC on the Polygon network (or a designated test network for non-production environments). No other tokens, chains, or wrapped assets are supported for deposit into the Escrow Contract.

Blockchain transfers are typically irreversible once confirmed. Settlement finality, confirmation times, network congestion, smart-contract upgrades (if any), and issuer or stablecoin risks are outside Bruce's control. Bruce sponsors all transaction costs for Escrow actions through the Bruce app - you pay $0 to lock, release, or complete an Escrow. Sponsorship does not: (a) make Bruce a custodian of escrowed funds; or (b) shift liability for blockchain, wallet, or counterparty outcomes to Bruce.

20.4 Roles and authority

For each Escrow:

• Buyer means the user who creates and deposits the Escrow amount. Subject to status and deadlines, the buyer may cancel before acceptance, release funds while the Escrow is live, open a dispute while live, report the Escrow, communicate in the Escrow conversation, and (after a successful release or resolution in favor of the seller) rate the seller.
• Seller means the designated counterparty. Subject to status and deadlines, the seller may accept or decline while pending, request release (as an off-chain notification only), cancel while live (which refunds the buyer), open a dispute while live, report the Escrow, and communicate in the Escrow conversation.
• Admin means the on-chain administrator address configured on the Escrow Contract (controlled by Bruce or its designee). The Admin may resolve disputed Escrows by directing the escrowed amount to the seller, the buyer, or a percentage split between them (in basis points), may take automated or manual actions to claim deadline-based refunds or auto-releases when the contract so permits, and may review reports and Escrow records for compliance and abuse. Admin dispute resolution is an operational smart-contract power, not a judicial proceeding, formal arbitration under Section 16, banking service, or guarantee of commercial fairness.

Certain Escrow Contract functions related to expired accept windows or auto-release may be callable by any address on-chain once deadlines have passed. Bruce may operate keepers or cron processes that call those functions; third parties may also call them. You acknowledge that deadline outcomes can therefore occur without a further click from either party.

20.5 Creating and funding an Escrow

The buyer initiates Escrow by selecting a seller, entering an amount in USDC, describing what is included (goods, services, delivery, or other conditions), configuring additional terms, and agreeing to these Escrow Terms. The description and any related messages form commercial terms between buyer and seller only. Bruce does not draft, negotiate, approve, or verify those commercial terms.

Funding requires the buyer to approve the Escrow Contract to pull USDC and to complete the on-chain create-and-deposit transaction for the full stated amount. Until deposit is confirmed on-chain and recorded, an Escrow may remain in an awaiting-deposit state. If deposit never confirms, funds may never enter the Escrow Contract even though an Escrow record exists in the Services. You are responsible for monitoring confirmation status.

Accept deadlines and, where enabled, release deadlines are set according to the parameters you choose in the interface (within product limits). Those parameters may begin running based on creation timing in the Services even if on-chain deposit confirmation is delayed. A late deposit can shorten the practical accept window or cause on-chain failure if a deadline has already passed. You accept that risk.

20.6 Acceptance window

After a successful deposit, the Escrow is pending seller acceptance until the seller accepts, the seller declines, the buyer cancels, or the accept deadline expires.

• Accept. Seller acceptance confirms these Escrow Terms and moves the Escrow to live status. Funds remain locked in the Escrow Contract pending release, refund, auto-release (if enabled), or dispute.
• Decline. Seller decline refunds the full escrowed amount to the buyer (subject to successful on-chain execution).
• Buyer cancel. Before acceptance, the buyer may cancel and reclaim the full escrowed amount (subject to successful on-chain execution).
• Accept deadline expiry. If the seller does not accept before the accept deadline, the full amount may be refunded to the buyer via the Escrow Contract's expiry claim mechanism (which Bruce or another caller may invoke).

20.7 Live Escrow and performance

While an Escrow is live, the commercial obligations regarding goods, services, delivery, quality, timelines, refunds between the parties, and any off-platform arrangements are solely between buyer and seller. Bruce does not inspect, authenticate, ship, insure, warehouse, or guarantee any underlying goods or services, and does not verify that either party has performed.

You must not treat Escrow status, messages, ratings, or Admin actions as a representation by Bruce that the counterparty is trustworthy, that the deal is lawful in your jurisdiction, or that the funds outcome will match your subjective expectations of fairness.

20.8 Release of funds

While the Escrow is live and not disputed, the buyer may release the full escrowed amount to the seller, or release a partial amount (leaving the remainder locked until a later full or partial release, mutual settlement, seller cancel, inspection claim, auto-release, or Admin resolution). Release is final once the on-chain transaction succeeds. Bruce cannot reverse a completed on-chain release.

A seller "request release" action (where available) is a notification and record in the Escrow conversation only. It does not move funds and does not compel the buyer or Bruce to release.

Where an inspection window is enabled, the seller may mark delivery on-chain. After the inspection deadline, remaining funds may be claimed to the seller (by Bruce or another caller) unless a dispute or other terminal action intervened. If auto-release is enabled for the Escrow and the release deadline passes while the Escrow remains live and not disputed, remaining escrowed amount may be paid to the seller via the Escrow Contract's auto-release claim mechanism. If auto-release is not enabled and no inspection claim applies, a live Escrow may remain open until the buyer releases, the seller cancels (refund), the parties mutually settle, or a party opens a dispute.

20.9 Seller cancellation, partial release, and mutual settlement

While an Escrow is live and not disputed, the seller may cancel and cause a full refund of the remaining escrowed amount to the buyer (subject to successful on-chain execution). Other refund paths include buyer cancel before acceptance, seller decline, accept-deadline expiry, and Admin resolution directing funds to the buyer after a dispute.

Buyer full release, seller cancel, accept-deadline expiry, inspection claim, and auto-release (when enabled) move the full remaining escrowed amount. Buyer partial release moves only the specified amount. While live or disputed, either party may propose an on-chain mutual settlement split (seller basis points); the other party may accept that proposal to pay the split and close the Escrow, or the proposer may cancel the open proposal. Admin dispute resolution may award any percentage of the remaining escrowed amount to the seller (with the remainder to the buyer), including 0% or 100%. Off-platform side agreements between the parties do not bind Bruce or alter on-chain behavior.

20.10 Disputes

Either the buyer or the seller may open a dispute only while the Escrow is live. Opening a dispute locks funds in the Escrow Contract pending Admin resolution or mutual settlement, and prevents release, seller cancel, and auto-release while the Escrow remains disputed. A dispute reason is required and is stored with the Escrow record and conversation.

Parties should use Escrow messages and permitted attachments to provide evidence relevant to the dispute. Bruce may review the Escrow conversation, attachments, event timeline, account signals, and any other information available to it. Bruce is not obligated to investigate beyond the Escrow Contract and its operational processes, to hold a hearing, to apply formal rules of evidence, or to decide within any particular time.

Admin resolution may direct the full remaining escrowed amount to the seller, the full amount to the buyer, or a percentage split (seller basis points, remainder to buyer) in a single on-chain transaction. Parties may also close a disputed Escrow by mutual on-chain settlement without Admin action. You acknowledge that Admin decisions are final as to movement of the escrowed USDC under the Escrow Contract once executed, that Bruce may be wrong about underlying commercial facts, and that dissatisfaction with an Admin decision does not create a claim for Bruce to reimburse you out of its own funds unless required by non-waivable law.

Dispute resolution by the Admin is not a substitute for law enforcement, consumer protection agencies, or courts where those forums are appropriate. Section 16 (Governing law and disputes) continues to apply to disputes between you and Bruce about these Terms; it does not convert Admin Escrow resolution into formal arbitration of the buyer-seller commercial contract.

20.11 Reporting illegal activity

If you believe an Escrow involves spam, fraud, illegal goods or services, or other prohibited activity, you must report it in-app using the available report controls (including spam, illegal, or combined flags where offered) and, where appropriate, report it to competent law enforcement or regulators. A report flags the Escrow for Bruce review; it does not by itself move funds, change Escrow status to disputed, or freeze the Escrow Contract. If funds should remain locked pending review of a commercial disagreement, the appropriate party must also open a dispute while the Escrow is live.

Bruce may independently restrict accounts, refuse further Escrow use, retain records, cooperate with authorities, and take other enforcement actions whether or not a dispute is opened and whether or not funds have already moved.

20.12 Prohibited Escrow use

Escrow is intended for lawful commerce only. Without limiting Section 5 (Prohibited use), you agree not to use Escrow to facilitate, solicit, fund, or settle any of the following:

• Illegal goods or services of any kind, including weapons and weapon components, explosives, illegal narcotics or controlled substances (except where clearly lawful under all applicable laws and expressly permitted by Bruce policies), stolen or fraudulently obtained property, and any item whose sale or transfer is prohibited by law.
• Child sexual abuse material, sexual exploitation, human trafficking, or any content or service involving minors in a sexual or exploitative context.
• Fraud, phishing, identity theft, advance-fee schemes, investment scams, romance scams, or any deceptive practice.
• Money laundering, terrorist financing, sanctions evasion, or transactions with sanctioned persons, entities, or jurisdictions.
• Infringement of intellectual property or other proprietary rights, including sale of counterfeit goods.
• Gambling, adult content, or other categories prohibited under Bruce's acceptable use policy, where Escrow would be used to settle those activities.
• Any attempt to abuse Escrow mechanics (including deadline gaming, coordinated fake disputes, false reports, or rating manipulation) to obtain funds or harm another user.

Bruce may investigate suspected prohibited use and may resolve, restrict, or refuse Escrow accordingly. You remain solely responsible for ensuring your transaction is lawful in every applicable jurisdiction.

20.13 Fees and costs

Escrow is free. Bruce does not charge fees to create, fund, release, cancel, or complete an Escrow through the Bruce app, and Bruce sponsors transaction costs so you pay $0. The full amount deposited is the amount available for release or refund under the Escrow Contract (subject to successful on-chain execution).

A dispute fee applies only when a dispute is opened and Bruce reviews it: the greater of $10 or 1.5% of the transaction amount. Dispute resolution is free for Escrows with a transaction value of $100 or less. The dispute fee is separate from the escrowed principal and will be disclosed before it is charged.

This does not limit fees that may apply to other Bruce Services under Section 7, or taxes you owe.

20.14 Records, messages, attachments, and ratings

Escrow messages, attachments, event history, dispute reasons, reports, Admin notes (as applicable), and related metadata are retained as part of the Services and Escrow record. Parties cannot delete that history through the ordinary Escrow interface. Retention supports dispute handling, abuse prevention, security, and legal compliance, and is otherwise subject to our Privacy Policy.

Attachments must comply with these Terms and any size or format limits shown in the product. Do not upload unlawful, infringing, or harmful content.

Where ratings are available, a buyer may rate a seller only after a completed Escrow release to the seller or an Admin resolution directing funds to the seller. Ratings and comments must be honest and not abusive, defamatory, or manipulative. Bruce may remove or hide ratings that violate these Terms without obligation to notify you in every case.

20.15 Risks and acknowledgments

You acknowledge and accept that:

• Escrow relies on smart contracts, blockchain networks, wallet software, stablecoin issuers, and third-party infrastructure that may contain bugs, suffer outages, be congested, be upgraded, or fail.
• USDC and other stablecoins carry issuer, redemption, regulatory, and depeg risks described more generally in Section 6.
• Loss of wallet keys, compromised devices, phishing, or unauthorized access to your Bruce account or wallet can result in irreversible loss.
• Deadlines, auto-release, accept expiry, keeper delays, and permissionless claim calls can cause funds to move without further action by you.
• If Admin keys, keepers, or related systems are unavailable, disputed Escrows or deadline claims may be delayed until operations resume.
• Your counterparty may fail to perform, misrepresent goods or services, become unreachable, or act unlawfully; Escrow mitigates some payment risk but does not eliminate counterparty risk.
• Bruce provides Escrow on an "as is" and "as available" basis as part of the Services under Section 13.

20.16 Profile Offerings; no marketplace guarantee; no fiduciary duty

You may list Offerings (products, services, or other priced items) on your Bruce profile so buyers can start an Escrow with amount and description prefilled from that Offering. Offerings are user-generated content and are further governed by Section 21 (Offerings Terms). Bruce does not verify, endorse, inventory, ship, insure, or guarantee any Offering. Listing an Offering does not make Bruce a marketplace operator, seller of record, payment agent for the underlying goods or services, or party to your commercial contract. Escrow Terms (including banned goods and services and the duty to report illegal activity) apply to every Escrow started from an Offering.

Bruce is not a traditional licensed escrow company holding client money in a segregated trust account for Escrow, is not a bank or deposit-taker with respect to escrowed USDC in the Escrow Contract, and is not an insurer of buyer or seller performance. Except to the extent non-waivable law provides otherwise, Bruce owes no fiduciary duty to either party arising solely from offering Escrow, Profile Offerings, or acting as on-chain Admin.

Any trademarks, interface labels such as "additional terms," or marketing descriptions of Escrow are descriptive of product mechanics only and do not expand Bruce's legal obligations beyond these Escrow Terms.

20.17 Suspension, abuse, and enforcement

Bruce may refuse to create Escrows, pause the Escrow feature globally or for specific users, limit amounts or counterparties, require additional verification, clear or act on reports, add Admin notes, and suspend or terminate accounts under Section 12 in connection with Escrow abuse, prohibited use, sanctions or AML risk, security incidents, or legal process. On-chain outcomes already executed cannot be undone by Bruce off-chain.

20.18 Indemnity and liability for Escrow

Without limiting Sections 14 and 15, you agree that Bruce is not liable for losses arising from: selection of the wrong counterparty or amount; failure of goods or services to meet your expectations; missed accept or release deadlines; auto-release or expiry refunds; Admin dispute outcomes; delayed Admin or keeper actions; your failure to dispute or report in time; network or smart-contract failures; or irreversible blockchain transfers, except to the extent such limitation is prohibited by applicable law.

You agree to indemnify Bruce against claims by your Escrow counterparty or any third party arising from your commercial deal, your content, your prohibited use of Escrow, or your breach of these Escrow Terms.

20.19 Changes to Escrow Terms

Bruce may update these Escrow Terms as described in Section 18. Material changes may require affirmative re-acceptance before you can create or accept new Escrows. Existing Escrows already deposited on-chain continue to operate according to the Escrow Contract rules and the Escrow Terms in effect when that Escrow was created and funded, except where a change is required by law or is necessary to address a security or integrity risk, in which case Bruce may provide notice and apply changes as permitted by law.

Questions about these Escrow Terms may be sent to legal@bruce.money.

21. Offerings Terms

These Offerings Terms apply when you create, edit, display, or interact with Profile Offerings on Bruce. They supplement the rest of these Terms and, when an Offering is used to start an Escrow, Section 20 (Escrow Terms). If you do not agree, do not list Offerings or use Buy / Buy with Escrow from an Offering.

21.1 Nature of Offerings

Offerings are a user-controlled catalog on a Bruce profile: priced products, services, or other items that a seller may list so a buyer can start an Escrow with amount and description prefilled. Offerings are not a Bruce-operated marketplace, storefront, auction house, brokerage, classifieds board, or payment agent for the underlying goods or services. Bruce is not a party to any sale, service contract, or commercial arrangement between users arising from an Offering. Listing or viewing an Offering does not create a contract with Bruce for the goods or services described.

21.2 Eligibility and account responsibility

You may list Offerings only if you meet the eligibility requirements in Section 1, have an account in good standing, and are permitted to use the feature in your jurisdiction. You are solely responsible for your listings, including accuracy, legality, pricing, fulfillment capability, taxes, licenses, and any consumer-protection or advertising obligations that apply to you. You must keep your account credentials secure and may not list on behalf of another person without authority.

21.3 Listing accuracy, pricing, currency, and Escrow linkage

You must describe Offerings truthfully and not omit material facts that would mislead a reasonable buyer. Prices shown may be entered in a display currency and converted for Escrow settlement in USDC (or other supported stablecoin) as described in the product; exchange rates and fees can change. Starting an Escrow from an Offering snapshots amount and description at creation time; later edits to the Offering do not automatically amend an existing Escrow. Escrow mechanics, deadlines, release, refund, and dispute rules remain governed by Section 20 and the Escrow Contract.

21.4 Prohibited and restricted content

You must not list, promote, or use Offerings in connection with any illegal, prohibited, or restricted goods or services. Without limiting Section 5 (Prohibited use) and Escrow banned-goods rules, prohibited or restricted categories include, for example:

• Illegal drugs, controlled substances, precursor chemicals, or drug paraphernalia where unlawful.
• Weapons, firearms, ammunition, explosives, or dual-use military items where listing or sale is unlawful or restricted.
• Stolen property, fraud schemes, pyramid or Ponzi schemes, or instruments intended to facilitate money laundering or sanctions evasion.
• Counterfeit goods, unauthorized IP, or content that infringes copyright, trademark, or other rights.
• Adult sexual content involving minors (or any CSAM), non-consensual intimate imagery, or other illegal sexual content.
• Transactions with sanctioned persons, entities, or jurisdictions, or that violate export controls.
• Any good or service that Bruce or applicable law prohibits on the platform, including items Bruce has notified you are banned.

Bruce may expand this list and remove listings without prior notice. You must comply with all applicable laws in every jurisdiction that applies to your listing and transaction.

21.5 User representations and warranties

By creating or updating an Offering, you represent and warrant that:

• Your listing is lawful, accurate, and not misleading, and you have the right to offer and sell what you describe.
• You will not use Offerings to circumvent consumer-protection, licensing, tax, or advertising rules that apply to you.
• You will not list illegal, prohibited, or restricted goods or services, and you are solely responsible for your listing and for any Escrow started from it.
• Any images or text you upload do not infringe third-party rights and do not contain malware or harmful code.

You affirmatively agree to these Offerings Terms (including the prohibition on illegal listings) before creating or saving content changes to an Offering. If you do not agree, you must not create or update Offerings.

21.6 No endorsement, verification, or fiduciary duty

Bruce does not verify, endorse, inventory, ship, insure, or guarantee any Offering. Display of an Offering does not imply Bruce reviewed quality, legality, or the seller's ability to perform. Except to the extent non-waivable law provides otherwise, Bruce owes no fiduciary duty to buyers or sellers arising solely from Profile Offerings.

21.7 Escrow relationship

When a buyer starts an Escrow from an Offering, Section 20 (Escrow Terms) applies in full to that Escrow, including banned goods and services, reporting duties, deadlines, Admin dispute processes, and limitations of liability. Offerings Terms do not expand Bruce's obligations beyond the Escrow Terms for funded Escrows.

21.8 Takedown, suspension, and law enforcement

Bruce may remove or hide Offerings, require edits, suspend Offerings features, or suspend accounts under Section 12 for suspected illegal content, prohibited use, IP complaints, sanctions or AML risk, security issues, or legal process. Bruce may preserve and disclose listing data as required by law or to protect users, Bruce, or the public, including cooperation with law enforcement.

21.9 Indemnity and limitation of liability

Without limiting Sections 14 and 15, you agree that Bruce is not liable for losses arising from Offerings content, pricing or FX display, failed or disputed sales, counterparty non-performance, or reliance on another user's listing, except to the extent such limitation is prohibited by applicable law. You agree to indemnify Bruce against claims by buyers, sellers, or third parties arising from your Offerings, your commercial deals, your prohibited use, or your breach of these Offerings Terms.

21.10 Changes; governing law

Bruce may update these Offerings Terms as described in Section 18. Material changes may require affirmative re-acceptance before you can create or update Offerings. Governing law, dispute resolution, and other general provisions of these Terms apply to Offerings unless a specific provision states otherwise.

Questions about these Offerings Terms may be sent to legal@bruce.money.

22. Scheduled Payment Terms

These Scheduled Payment Terms form part of the Terms and apply whenever you create, fund, cancel, claim, reclaim, dispute, or otherwise interact with Bruce Scheduled Payments ("Scheduled Payment" or "Scheduled Payments"). Capitalized terms used but not defined in this Section have the meanings given elsewhere in these Terms. If there is a conflict between this Section and other parts of these Terms solely with respect to Scheduled Payments, this Section controls for that conflict.

Scheduled Payments are distinct from Smart Escrow (Section 20) and from Payment Reminders. A Scheduled Payment reserves and time-locks an amount for a designated recipient. Escrow is a separate deal-protection feature for buyer-seller commerce. Payment Reminders notify you to send later and do not by themselves reserve or move funds.

22.1 Nature of Scheduled Payments

A Scheduled Payment is a non-custodial smart-contract feature that holds USDC in a deployed scheduled-payment contract (the "Scheduled Payment Contract") from the time the sender successfully deposits until the amount is released to the recipient, returned to the sender, or distributed under Admin dispute resolution, according to the on-chain rules of that contract.

Funds reserved for a Scheduled Payment are held by the Scheduled Payment Contract on the applicable blockchain network, not in a Bruce custodial account. Bruce does not take possession of reserved USDC as a traditional escrow agent, bank, money transmitter of the reserved principal, or bailee of the funds while they remain in the Scheduled Payment Contract.

Scheduled Payments are a convenience for lawful peer-to-peer transfers that you wish to set aside now and make available to the recipient at a future time you choose. They do not create a guarantee that the recipient will claim, a warranty of any underlying goods or services, insurance coverage, a deposit account, or a fiduciary relationship between Bruce and either party.

When you create a Scheduled Payment, you must affirmatively agree to these Scheduled Payment Terms. If you do not agree, you must not create or fund a Scheduled Payment.

22.2 Eligibility and capacity

You may use Scheduled Payments only if you meet the eligibility requirements in Section 1 and have a Bruce account in good standing with access to the feature. Both sender and recipient must be able to control a compatible blockchain wallet address associated with their Bruce account. You cannot schedule a payment to yourself. If the intended recipient has no resolvable wallet address, the Scheduled Payment cannot be created.

You represent that any funds you deposit are yours (or that you are authorized to deposit them), that you have a lawful basis to transfer them to the recipient at the scheduled time, and that your use complies with sanctions, AML, and other applicable law. Bruce may refuse, pause, or limit Scheduled Payments for any user or counterparty at its discretion, including for compliance, risk, or operational reasons.

22.3 Supported asset and network

Unless Bruce expressly states otherwise in the product interface, Scheduled Payments support only native USDC on the Polygon network (or a designated test network for non-production environments). No other tokens, chains, or wrapped assets are supported for deposit into the Scheduled Payment Contract.

Blockchain transfers are typically irreversible once confirmed. Settlement finality, confirmation times, network congestion, smart-contract upgrades (if any), and issuer or stablecoin risks are outside Bruce's control. Where network transaction fees ("gas") are sponsored by Bruce or a Partner for convenience, sponsorship does not: (a) make Bruce a custodian of reserved funds; (b) create an entitlement to free gas indefinitely; or (c) shift liability for blockchain, wallet, or counterparty outcomes to Bruce. If sponsorship is unavailable, you are responsible for any network costs required to complete on-chain actions.

22.4 Roles and authority

For each Scheduled Payment:

• Sender means the user who creates and deposits the Scheduled Payment amount. Subject to status and deadlines, the sender may cancel before the scheduled time (returning funds to the sender), reclaim unclaimed funds after the receive window expires, open a dispute while the payment remains scheduled and unresolved, and view the payment record in the Services.
• Recipient (also called receiver) means the designated counterparty. Subject to status and deadlines, after the scheduled time the recipient may claim (receive) the reserved amount into their wallet, and while the payment remains scheduled and unresolved may open a dispute. Until the scheduled time, the Services generally do not expose the payment to the recipient (see Section 22.7).
• Admin means the on-chain administrator address configured on the Scheduled Payment Contract (controlled by Bruce or its designee). The Admin may freeze a scheduled payment (placing it into a disputed state), resolve disputed payments by directing the reserved amount to the recipient, the sender, or a percentage split between them (in basis points), and may review records for compliance and abuse. Admin dispute resolution is an operational smart-contract power, not a judicial proceeding, formal arbitration under Section 16, banking service, or guarantee of commercial fairness.

A pauser role on the Scheduled Payment Contract may pause creation, cancel, claim, reclaim, and dispute actions in an emergency. Resolution of already disputed payments may remain available while paused, as the contract permits. You acknowledge that pause or Admin actions can delay or alter when funds move.

22.5 Creating and funding a Scheduled Payment

The sender initiates a Scheduled Payment by selecting a recipient, entering an amount in USDC (or an amount displayed in another currency that is converted for settlement in USDC as shown in the interface), optionally adding remarks, choosing a scheduled time ("execute at" / "send at"), and agreeing to these Scheduled Payment Terms.

Product limits apply. Unless Bruce states otherwise in the interface, the scheduled time must be at least ten (10) minutes after creation and no more than three hundred sixty-five (365) days after creation. Bruce may change these limits prospectively for new Scheduled Payments.

Funding requires the sender to authorize the Scheduled Payment Contract to pull USDC and to complete the on-chain schedule-and-deposit transaction for the full stated amount. Until deposit is confirmed on-chain and recorded, a Scheduled Payment may remain in an awaiting-deposit (or equivalent in-progress) state. If deposit never confirms, funds may never enter the Scheduled Payment Contract even though a record exists in the Services. You are responsible for monitoring confirmation status and completing any required authorization.

Upon successful on-chain deposit, the full amount leaves the sender's available wallet balance and is reserved in the Scheduled Payment Contract. From that moment until release, return, or Admin resolution, the sender cannot freely spend that reserved amount as ordinary available Money.

22.6 Scheduled time, receive window, and statuses

After successful funding, the payment is in a scheduled state pending the outcomes described below. Key times are:

• Scheduled time. The time chosen by the sender at which the recipient becomes entitled (subject to successful on-chain claim and other conditions) to receive the reserved amount, and at which the Services may notify the recipient and make the payment visible to them.
• Receive window (claim window). A period beginning at the scheduled time during which the recipient may claim. Unless Bruce or the contract configuration states otherwise, the default receive window is thirty (30) days after the scheduled time. The claim deadline is the end of that window. Bruce may configure a different window within contract limits (including an upper bound applied by the Scheduled Payment Contract).

Statuses shown in the Services (for example: in progress / awaiting deposit, scheduled, sent / claimed, cancelled, returned / reclaimed, disputed, or resolved) are descriptive labels for product and record-keeping. On-chain status and successful blockchain execution control actual movement of USDC. Legacy or alternate status labels may appear for older records; where those conflict with these Terms for new on-chain Scheduled Payments, the mechanics in this Section and the Scheduled Payment Contract control.

22.7 Notifications and recipient visibility

Bruce designs Scheduled Payments so that, at the application level, the recipient is generally not notified of, and cannot access, a funded Scheduled Payment in the Services until the scheduled time. The sender can view and manage the payment (including cancel before the scheduled time, where allowed) during that period.

You acknowledge that: (a) blockchain data related to the deposit may still be publicly observable on the network; (b) notification delivery depends on devices, push or email settings, and third-party infrastructure and is not guaranteed; (c) after the scheduled time, Bruce may notify the recipient that a payment is ready to receive; and (d) failure or delay of a notification does not extend deadlines, create a claim against Bruce, or prevent the sender from reclaiming after the receive window if the recipient has not claimed.

Other notifications (for example, cancellation, successful claim, dispute, or Admin resolution) may be sent to one or both parties when the Services so provide and when the recipient is permitted to access the record.

22.8 Cancellation before the scheduled time

While a funded Scheduled Payment remains in scheduled status and the blockchain time is still before the scheduled time, the sender may cancel. Successful cancellation returns the full reserved amount to the sender (subject to successful on-chain execution). After the scheduled time has been reached, the sender cannot cancel; the recipient's claim right and the receive window apply instead.

Cancellation requires a successful on-chain transaction. If the network, wallet, pause, or verification fails, funds may remain reserved until a valid cancel, claim, reclaim, or Admin resolution completes.

22.9 Recipient claim (receive)

After the scheduled time and before the claim deadline, while the payment remains in scheduled status and is not disputed, the recipient may claim the full reserved amount. Successful claim transfers the USDC from the Scheduled Payment Contract to the recipient's wallet. Claim is final once the on-chain transaction succeeds. Bruce cannot reverse a completed on-chain claim.

The recipient must take the claim action (or an equivalent relayed/sponsored transaction authorized by the recipient) within the receive window. Bruce does not automatically push the reserved amount to the recipient at the scheduled time; the scheduled time makes the payment claimable and visible, subject to these Terms.

22.10 Reclaim after an unclaimed receive window

If the recipient does not successfully claim before the claim deadline, and the payment remains in scheduled status, the sender may reclaim the full reserved amount. Successful reclaim returns the USDC to the sender (subject to successful on-chain execution). Reclaim is not available before the claim deadline, and is not available if the payment has already been claimed, cancelled, or moved to a disputed or resolved state.

22.11 Disputes and Admin resolution

Either the sender or the recipient may open a dispute only while the payment is in scheduled status (and, for the recipient, only when the Services permit access under Section 22.7). Opening a dispute (or an Admin freeze) moves the payment to a disputed state and prevents cancel, claim, and reclaim while it remains disputed. A dispute reason may be required and stored with the payment record.

Bruce may review the payment record, event timeline, account signals, and any other information available to it. Bruce is not obligated to investigate beyond the Scheduled Payment Contract and its operational processes, to hold a hearing, to apply formal rules of evidence, or to decide within any particular time.

Admin resolution may direct the full reserved amount to the recipient, the full amount to the sender, or a percentage split (recipient basis points, remainder to sender) in a single on-chain transaction. You acknowledge that Admin decisions are final as to movement of the reserved USDC under the Scheduled Payment Contract once executed, that Bruce may be wrong about underlying facts between the parties, and that dissatisfaction with an Admin decision does not create a claim for Bruce to reimburse you out of its own funds unless required by non-waivable law.

Dispute resolution by the Admin is not a substitute for law enforcement, consumer protection agencies, or courts where those forums are appropriate. Section 16 (Governing law and disputes) continues to apply to disputes between you and Bruce about these Terms; it does not convert Admin Scheduled Payment resolution into formal arbitration of any private arrangement between sender and recipient.

22.12 Relationship to any underlying arrangement

Any remarks, messages, or off-platform arrangements between sender and recipient are solely between those parties. Bruce does not draft, negotiate, approve, or verify the purpose of a Scheduled Payment. Scheduled Payments are not a substitute for Escrow when you need deal protection, acceptance windows, delivery inspection, or buyer-controlled release for goods or services.

22.13 Prohibited use

Scheduled Payments are intended for lawful transfers only. Without limiting Section 5 (Prohibited use), you agree not to use Scheduled Payments to facilitate, solicit, fund, or settle illegal activity, sanctions evasion, fraud, money laundering, terrorist financing, or any other prohibited category described in these Terms, and not to abuse Scheduled Payment mechanics (including deadline gaming, false disputes, or coordinated abuse) to obtain funds or harm another user. Bruce may investigate suspected prohibited use and may resolve, restrict, or refuse Scheduled Payments accordingly.

22.14 Fees and costs

Bruce does not charge a platform commission or fee deducted from the reserved USDC principal for Scheduled Payments. The full amount deposited is the amount available for claim, cancel return, reclaim, or Admin split under the Scheduled Payment Contract (subject to successful on-chain execution). This does not limit other fees that may apply to your Bruce account or other Services under Section 7, nor does it limit network costs if gas sponsorship is unavailable, third-party wallet fees, or taxes you owe.

Bruce may introduce Scheduled Payment-related fees in the future. Any such fees will be disclosed before you complete a new Scheduled Payment that is subject to them.

22.15 Records and retention

Scheduled Payment records, event history, dispute reasons, Admin notes (as applicable), and related metadata are retained as part of the Services. Retention supports dispute handling, abuse prevention, security, and legal compliance, and is otherwise subject to our Privacy Policy.

22.16 Risks and acknowledgments

You acknowledge and accept that:

• Scheduled Payments rely on smart contracts, blockchain networks, wallet software, stablecoin issuers, and third-party infrastructure that may contain bugs, suffer outages, be congested, be upgraded, paused, or fail.
• USDC and other stablecoins carry issuer, redemption, regulatory, and depeg risks described more generally in Section 6.
• Loss of wallet keys, compromised devices, phishing, or unauthorized access to your Bruce account or wallet can result in irreversible loss.
• Once claimed on-chain, funds received by the recipient are typically irreversible. Choosing the wrong recipient, amount, or scheduled time can cause permanent loss.
• Deadlines (scheduled time, claim deadline), pause, Admin freeze, and verification delays can cause funds to remain reserved or to move without matching your subjective expectations of timing.
• Application-level privacy until the scheduled time does not guarantee on-chain anonymity or prevent all forms of discovery.
• If Admin keys or related systems are unavailable, disputed Scheduled Payments may be delayed until operations resume.
• Bruce provides Scheduled Payments on an "as is" and "as available" basis as part of the Services under Section 13.

22.17 No fiduciary duty; descriptive labels

Bruce is not a traditional licensed escrow company holding client money in a segregated trust account for Scheduled Payments, is not a bank or deposit-taker with respect to reserved USDC in the Scheduled Payment Contract, and is not an insurer of sender or recipient outcomes. Except to the extent non-waivable law provides otherwise, Bruce owes no fiduciary duty to either party arising solely from offering Scheduled Payments or acting as on-chain Admin.

Interface labels such as "set aside," "schedule," "receive," or "available until," and marketing descriptions of Scheduled Payments, are descriptive of product mechanics only and do not expand Bruce's legal obligations beyond these Scheduled Payment Terms.

22.18 Suspension, abuse, and enforcement

Bruce may refuse to create Scheduled Payments, pause the feature globally or for specific users, limit amounts or counterparties, require additional verification, freeze or resolve payments via Admin powers, add Admin notes, and suspend or terminate accounts under Section 12 in connection with abuse, prohibited use, sanctions or AML risk, security incidents, or legal process. On-chain outcomes already executed cannot be undone by Bruce off-chain.

22.19 Indemnity and liability for Scheduled Payments

Without limiting Sections 14 and 15, you agree that Bruce is not liable for losses arising from: selection of the wrong recipient, amount, or scheduled time; missed cancel, claim, or reclaim opportunities; failed or delayed notifications; Admin dispute outcomes; delayed Admin actions; network, pause, or smart-contract failures; application-level privacy limitations; or irreversible blockchain transfers, except to the extent such limitation is prohibited by applicable law.

You agree to indemnify Bruce against claims by your Scheduled Payment counterparty or any third party arising from your transfer, your remarks or content, your prohibited use of Scheduled Payments, or your breach of these Scheduled Payment Terms.

22.20 Changes to Scheduled Payment Terms

Bruce may update these Scheduled Payment Terms as described in Section 18. Material changes may require affirmative re-acceptance before you can create new Scheduled Payments. Existing Scheduled Payments already deposited on-chain continue to operate according to the Scheduled Payment Contract rules and the Scheduled Payment Terms in effect when that payment was created and funded, except where a change is required by law or is necessary to address a security or integrity risk, in which case Bruce may provide notice and apply changes as permitted by law.

Questions about these Scheduled Payment Terms may be sent to legal@bruce.money.

23. Contact

Questions about these Terms? Write to legal@bruce.money.