Terms of
Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and BayLeaf OÜ, a private limited company incorporated under the laws of the Republic of Estonia, operating under the trading name Tomorrow's Wallet ("Company", "we", "us").

By creating an account, accessing, or using the Service in any manner, you confirm that you:

• Are at least 16 years of age;
• Have the legal capacity to enter into binding agreements in your jurisdiction;
• Have read, understood, and agree to be bound by these Terms and our Privacy Policy; and
• Are not a resident of, or located in, a jurisdiction subject to EU, UN, or applicable national sanctions.

If you do not agree to these Terms in their entirety, you must not use the Service.

Your personal data is processed in accordance with our Privacy Policy. By using the Service, you acknowledge that you have read and understood how we collect, process, and protect your personal information.

Tomorrow's Wallet provides a programmable financial automation platform enabling users to:

• Access yield-bearing instruments, including government bond-backed stablebonds via Etherfuse infrastructure;
• Monitor real-time yield accrual through a unified dashboard.

BayLeaf OÜ is a technology company, not a bank, investment advisor, broker-dealer, asset manager, or licensed financial institution. We do not hold your funds in custody. We do not provide personalized investment advice. The Service is provided from Estonia and is governed by Estonian and EU law.

3.1 Identity Verification

Use of yield features requires Know Your Customer (KYC) verification in compliance with applicable anti-money laundering (AML) regulations, including Estonia's Money Laundering and Terrorist Financing Prevention Act (MLTFPA) and India's Prevention of Money Laundering Act, 2002 (PMLA). KYC verification is performed by our authorised partner, Etherfuse, under a Data Processing Agreement.

3.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials;
• All activity conducted under your account, whether authorised by you or not.

You must immediately report any unauthorised access or suspected security breach to hello@tomorrowswallet.com.

We will never request your password, private key, or seed phrase through any channel. Any such request is fraudulent.

3.3 Accuracy of Information

You agree to provide true, accurate, current, and complete registration information and to maintain its accuracy throughout the duration of your account. Providing false, inaccurate, or misleading information is grounds for immediate account termination and may be reported to relevant regulatory and law enforcement authorities.

4.1 Not Financial Advice

Nothing on the Service, including yield rate displays, projections, dashboards, notifications, or any communications from BayLeaf OÜ, constitutes financial, investment, tax, or legal advice. All information is provided for informational purposes only. You are solely responsible for your financial decisions.

Past performance does not guarantee future results. Yield rates may fluctuate and are not guaranteed. Any examples or illustrative figures shown on the Service are for illustrative purposes only and do not represent guaranteed returns.

4.2 Investment and Product Risks

By using yield features, you expressly acknowledge and accept the following risks:

• Currency risk: Stablebonds backed by foreign sovereign bonds expose you to exchange rate fluctuations between INR and the underlying foreign currency. Headline APY figures are denominated in the underlying currency and may differ materially when converted to INR.
• Sovereign and credit risk: Government bonds carry credit risk, including the risk of sovereign default or restructuring.
• Liquidity risk: Redemption of yield positions during periods of high demand, market stress, or regulatory action may be delayed or temporarily unavailable.
• Smart contract risk: Yield mechanisms execute via audited but not infallible smart contracts on public blockchains. Bugs, exploits, or vulnerabilities may result in partial or total loss of funds.
• Regulatory risk: The classification and regulatory treatment of tokenised financial instruments under SEBI, RBI, EU, and Estonian financial regulations continues to evolve and may affect product availability, structure, taxation, or legality in your jurisdiction.
• Technology risk: Blockchain networks, wallets, third-party APIs, and integrations may experience outages, forks, network congestion, or failures outside our control.
• No deposit protection: Funds placed in yield instruments are not deposits and are not covered by any deposit protection or investor compensation scheme.

4.3 Regulatory Notice

BayLeaf OÜ operates as a technology intermediary. Stablebond instruments are accessed through Etherfuse's licensed infrastructure. Users are strongly advised to consult a qualified financial adviser, tax adviser, and legal counsel regarding the regulatory classification, treatment, and tax implications of yield income in their jurisdiction before using yield features.

5.1 Non-Custodial Disclaimer

BayLeaf OÜ does not take custody of your cryptocurrency, stablecoins, or stablebond tokens at any time. You retain full control of your private keys. We cannot reverse, recall, or modify on-chain transactions on your behalf.

5.2 Transaction Irreversibility

All blockchain transactions are final and irreversible once confirmed on-chain. Subject to Section 10.4, we bear no liability for losses arising from:

• Incorrect or mistyped wallet addresses;
• User error in yield configuration;
• Smart contract exploits or vulnerabilities on third-party protocols;
• Network failures, congestion, or blockchain forks.

5.3 Multi-Chain Operations

The Service operates across multiple public blockchain networks, which we may expand from time to time without prior notice. Each blockchain network has its own properties, risks, and settlement characteristics. You are responsible for understanding the specific properties of each blockchain network you interact with through the Service.

5.4 Wallet Connection Risks

Connecting third-party wallets to the Service carries inherent security risks. We are not responsible for:

• Vulnerabilities in third-party wallet software or hardware;
• Loss of access resulting from forgotten credentials, lost seed phrases, or device failure;
• Phishing attacks or social engineering targeting your wallet credentials.

5.5 Token Value Considerations

While stablebonds are designed to track their underlying sovereign bond value, no digital asset representation is absolute or guaranteed. Token values may fluctuate due to smart contract conditions, liquidity, market factors, or protocol parameters beyond our control.

6.1 Performance Fee

BayLeaf OÜ charges a 1% performance fee on yield earned. This fee is:

• Calculated monthly on accrued yield;
• Deducted automatically from earned yield, not from your principal;
• Not charged during the first months of account activity.

No performance fee is charged on periods where no yield is earned.

6.2 Subscription Plans

Where available, optional subscription tiers are billed monthly or annually in advance as selected at the time of signup. Subscription pricing, features, and billing cycles will be clearly presented at the point of purchase.

6.3 Refund Policy

• Performance fees are non-refundable once deducted, as they reflect yield that was earned during the applicable period.
• Subscription fees for unused complete calendar months may be refunded at our reasonable discretion upon written request submitted within 7 days of the billing date. Partial months are non-refundable.
• Refund requests should be directed to hello@tomorrowswallet.com with your account details and reason for the request.

6.4 Fee Changes

Any change to our fee structure will be communicated by email and in-app notification with a minimum of 30 days' written notice before the new fees take effect. Continued use of the Service after the effective date constitutes acceptance of the revised fees.

You agree not to use the Service to:

• Violate any applicable law or regulation in Estonia, the EU, India, or any other applicable jurisdiction;
• Engage in, facilitate, or attempt money laundering, terrorist financing, or sanctions evasion;
• Circumvent or undermine KYC/AML controls;
• Conduct market manipulation, wash trading, or any activity intended to create artificial transaction volume;
• Transmit malware, conduct denial-of-service attacks, or attempt unauthorised access to our systems;
• Impersonate any person, entity, or organisation;
• Transact on behalf of individuals, entities, or jurisdictions subject to EU, UN, US OFAC, or applicable national sanctions regimes;
• Resell, commercialise, or sublicense access to the Service without our prior written consent;
• Scrape, systematically extract, or reverse-engineer any part of the Service.

Violations of this Section may result in immediate account suspension, termination, asset freeze, and reporting to relevant authorities, including the Estonian Financial Intelligence Unit (FIU) and equivalent Indian regulatory bodies.

All content, trademarks, service marks, trade names, logos, design elements, and code associated with Tomorrow's Wallet are the exclusive property of BayLeaf OÜ or its licensors and are protected under applicable intellectual property law.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for your personal, non-commercial purposes, strictly in accordance with these Terms.

You may not:

• Copy, reproduce, distribute, or publicly display any part of the Service;
• Modify, adapt, create derivative works from, or reverse-engineer any part of the Service;
• Use our trademarks or branding without prior written consent.

Any feedback, suggestions, or ideas you submit regarding the Service may be used by us freely and without obligation or compensation to you.

This Section applies to users who are consumers resident in the European Union or European Economic Area, and supplements any other rights described in these Terms.

9.1 Mandatory Consumer Protections

Nothing in these Terms limits, excludes, or restricts any right you have as a consumer under mandatory EU or EEA law, including but not limited to:

• Consumer Rights Directive (2011/83/EU): Rights regarding pre-contractual information, transparency, and distance contracts;
• Unfair Contract Terms Directive (93/13/EEC): Protection against unfair terms in consumer contracts;
• Applicable national consumer protection legislation in your EU/EEA member state.

9.2 Right of Withdrawal

Where the Consumer Rights Directive right of withdrawal applies to your subscription, you have the right to withdraw from the subscription contract within 14 days of entering into it, without providing any reason, subject to the exceptions below.

You acknowledge that by requesting access to the Service and beginning to use it before the withdrawal period expires, you consent to immediate performance of the service. If you exercise your right of withdrawal after the service has commenced, you may be liable for a proportionate amount corresponding to the portion of the service already delivered.

To exercise your right of withdrawal, contact us at hello@tomorrowswallet.com with a clear statement of your decision.

9.3 Dispute Resolution for EU Consumers

EU consumers have the right to use the EU Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr for resolving disputes relating to online services. Our contact email for ODR purposes is: hello@tomorrowswallet.com.

9.4 Governing Law Supplementation for EU Consumers

The choice of Estonian law as governing law does not deprive EU consumers of the protection afforded by mandatory provisions of the law of their country of habitual residence.

10.1 General Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAYLEAF OÜ'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL FEES PAID BY YOU TO BAYLEAF OÜ IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) €100 (ONE HUNDRED EUROS) / ₹10,000 (TEN THOUSAND INDIAN RUPEES), WHICHEVER IS HIGHER IN YOUR JURISDICTION.

10.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Blockchain and Technology Risks

Subject to Section 10.4, we are not liable for losses arising from blockchain network failures, smart contract vulnerabilities, third-party wallet issues, protocol exploits, network congestion, or force majeure events.

10.4 Exceptions - Non-Excludable Liability

Nothing in these Terms limits or excludes our liability for:

• Gross negligence or wilful misconduct by BayLeaf OÜ or its employees, agents, or sub-contractors;
• Fraud or fraudulent misrepresentation;
• Breach of contract where such breach directly causes your loss;
• Our own security failures, including failure to implement reasonable technical and organisational security measures that directly result in unauthorised access to your account or assets;
• Death or personal injury caused by our negligence;
• Any other liability that cannot be excluded or limited under mandatory Estonian law, EU law, or applicable Indian law.

10.5 Consumer Rights Preservation

Nothing in this Section limits any rights you have as a consumer under mandatory applicable law.

You agree to defend, indemnify, and hold harmless BayLeaf OÜ, its directors, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of any provision of these Terms;
• Your misuse of the Service or violation of applicable law;
• Your violation of any third-party rights, including intellectual property, privacy, or contractual rights;
• Inaccurate or false information provided by you during registration or KYC.

12.1 Termination by You

You may close your account at any time by contacting hello@tomorrowswallet.com. Upon account closure, any active yield positions will be redeemed and net funds returned within 30 days, subject to blockchain settlement times and applicable redemption windows. We will provide clear instructions on the redemption process upon request.

12.2 Suspension or Termination by Us

We may suspend or terminate your account, with or without prior notice, in the following circumstances:

• Violation of any provision of these Terms;
• Fraudulent, deceptive, or abusive activity;
• Failure to complete or maintain KYC/AML requirements;
• Legal or regulatory requirement, including instruction from a competent Estonian, EU, or Indian regulatory authority;
• Situations where continuing to provide the Service would expose us to legal, regulatory, or reputational risk.

Where legally permitted, we will provide you with reasonable prior notice of suspension or termination and a meaningful opportunity to contest the decision before it takes effect. In cases of suspected fraud, money laundering, AML/sanctions violations, or where required by a regulatory authority, suspension may be immediate and without prior notice. Following suspension, you may request a review by contacting hello@tomorrowswallet.com within 30 days.

12.3 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. We will facilitate redemption of any remaining yield positions in accordance with Section 12.1, subject to any applicable legal hold or regulatory freeze.

12.4 Survival

The following Sections survive termination of these Terms: 4, 5, 8, 9, 10, 11, 13, and 14.

13.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.2 Dispute Resolution

The parties shall attempt to resolve any dispute in good faith through direct negotiation for a period of 30 days from written notice of the dispute.

If a dispute is not resolved through good-faith negotiation within 30 days, it shall be referred to and finally resolved by binding arbitration under the Arbitration Rules of the Estonian Chamber of Commerce and Industry (ECCI), with the following terms:

• Seat of arbitration: Tallinn, Republic of Estonia
• Language: English
• Number of arbitrators: One (1), unless the dispute value exceeds €50,000, in which case three (3)

Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction without prejudice to the arbitration agreement.

13.3 EU Consumer Carve-Out

For users who are consumers resident in an EU or EEA member state, the arbitration clause does not prevent you from bringing a claim before a court in your country of habitual residence, and does not waive any mandatory consumer protection rights under your applicable national law.

13.4 Indian Consumer Carve-Out

For users in India, nothing in this Section waives or limits any mandatory rights or remedies available under the Consumer Protection Act, 2019, or applicable Indian consumer protection law.

Entire Agreement: These Terms, together with our Privacy Policy and any additional policies incorporated by reference, constitute the entire agreement between you and BayLeaf OÜ with respect to the Service and supersede all prior agreements, representations, and understandings.

Severability: If any provision of these Terms is held by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. All remaining provisions shall remain in full force and effect.

No Waiver: Our failure to enforce any right or provision of these Terms on any occasion shall not constitute a waiver of that right or provision, nor shall it prevent us from enforcing that right or provision in the future.

Assignment: We may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate restructuring, or sale of substantially all our assets, provided that the assignee assumes all our obligations hereunder. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision is void.

Force Majeure: We shall not be liable for any failure or delay in performance arising from causes beyond our reasonable control, including but not limited to: blockchain network outages or forks, regulatory actions or government orders, natural disasters, pandemics, cyberattacks on third-party infrastructure, or telecommunications failures. This clause does not limit liability caused by our own negligence, security failures, breach of contract, fraud, or wilful misconduct.

Notices: Legal notices to BayLeaf OÜ must be sent in writing to hello@tomorrowswallet.com. We may provide notices to you via the email address registered to your account or via in-app notification.

Language: These Terms are written in English. In the event of any conflict between the English version and any translated version, the English version shall prevail.

Relationship of Parties: Nothing in these Terms creates any partnership, joint venture, employment, agency, or franchise relationship between you and BayLeaf OÜ.

We reserve the right to modify these Terms at any time. We distinguish between two categories of change:

• Material changes (new obligations on users, changes to fees, limitations of liability, or significant changes to the Service): We will provide at least 30 days' written notice by email and in-app notification before changes take effect. Continued use of the Service after the effective date constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you must close your account before the effective date.
• Non-material changes (clarifications, corrections, contact detail updates, formatting): We will update the "Last Updated" date. No advance notice is required.

The current version of these Terms is always authoritative at tomorrowswallet.com/terms.

BayLeaf OÜ | Trading as Tomorrow's Wallet
Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 15551, Republic of Estonia