Frostsnap Purchase Agreement

1. Acceptance of Terms

Thank you for your desire to join us on the frontier of Bitcoin security. By making this purchase from Stay Frosty Pty Ltd. (hereafter "Frostsnap," "Company," "we," or "our"), you acknowledge and accept this Purchase Agreement (the "Agreement"). This Agreement helps ensure that Frostsnap can continue to build Bitcoin products for many years to come. If you are making this purchase on behalf of another individual, such as a friend, family, or colleague, you are certifying that you have proper authority to do so.

1.1 Communication Between Parties

Any communications on your behalf must be transmitted via email, destined to contact@frostsnap.com. Communications originating from us will typically be transmitted via email, but we may elect to use other communication methods such as electronic messages, in-app notifications, in writing, or through any other reasonable means we deem appropriate.

2. Cryptographic Backup Responsibility

You the customer acknowledge that the products constitute a temporal device (meaning the physical device itself is not the permanent store of your cryptographic access) to generate and utilize cryptographic keys, where the ultimate underlying access falls back onto the existence of physical backups. Creating and caring for these backups of cryptographic secrets is entirely your personal responsibility. You accept that loss, destruction, failure, or damage to products without having created or looked after their related backups may result in irrecoverable financial losses.

This clause describes how the product is designed to work. It does not limit clause 3.5.

3. Purchase

3.1 Order Placement

All orders of Frostsnap products must be submitted through our official website (frostsnap.com), or through one of our authorized re-sellers.

Orders are accepted upon our confirmation, via website notification, email or other electronic communication, or through in-person sale. We may decline or cancel an order for any reason before it is dispatched, including where we are unable to fulfil it, where there has been a pricing or administrative error, or where supplying it would breach export control or sanctions law. If we cancel an order, we will refund you in full.

3.2 Inventory Management

In the event where ordered products are unavailable, we may place your order on backorder status with intention to fulfil your order at a time we deem materially feasible. In the event of backorder, we will notify you accordingly via electronic communication. In certain situations, we may elect to ship you a newer version of products ordered if it makes sense for us to do so.

Frostsnap products may be offered to you in the form of a pre-order, and described as such, where the manufacturing of the products you have purchased are in a state whereby they are not immediately ready to be shipped to you.

3.3 Shipping and Risk in Transit

Products will be dispatched by Frostsnap, or through our authorized fulfillment partners.

Where you purchase as a consumer, risk of loss of or damage to the products remains with us until the products are delivered to you or to a person you nominate. If a product is lost in transit, or arrives with damage that affects its function, contact us and we will replace it or refund you. Wear to the outer packaging is not damage to the product.

3.4 Taxes and Duties

You are responsible for any applicable taxes, tariffs, duties, or assessments imposed by your own jurisdiction on the purchase or import of the products, regardless of their calculation method. Prices shown at checkout do not include these charges unless we state otherwise. This clause allocates taxes and duties only; it does not affect the allocation of risk in clause 3.3.

Where you acquire products as a business or reseller rather than as a consumer, products are supplied Free Carrier (FCA, Incoterms 2020) and risk passes accordingly.

Any tax exemption claims which require action on our behalf must be simple for us to act upon electronically; in this event you must provide us with documentation acceptable to the relevant authorities as well as instructions on how to action upon it.

3.5 Your Consumer Rights and Returns

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). You are entitled to a replacement or refund for a major failure. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

This clause governs our obligations for faulty products. If any other clause of this Agreement is inconsistent with this clause 3.5, this clause prevails.

Given the nature of our products as security devices, we generally do not offer returns or exchanges for incorrect selection or change of mind. However, if your product has a major failure as defined by the ACL, you are entitled to your choice of a refund, replacement, or repair. If the failure is not major, we will, at our discretion, either repair or replace the product within a reasonable time.

For a product to be considered faulty under this policy, the issue must constitute a failure to meet a consumer guarantee under the ACL. This includes situations where the product:

• Is not of acceptable quality (e.g., it is not fit for purpose, is not free from defects, is not safe, or is not durable).
• Does not match the description provided.

By way of example and without limitation, the following are failures covered by this clause (excluding damage caused by your physical stresses, misuse, or external factors):

• Firmware and Software: A defect in device firmware, or in software we supply, that prevents the device operating as intended.
• Circuit Board: A malfunction or defect in the internal electronics that prevents the device from operating as intended under normal use.
• Touchscreen: A failure of the touchscreen to respond accurately or consistently to touch input under normal operating conditions. This excludes physical damage such severe pressure force, cracks, or scratches.
• USB Connector: A defect in the USB connector that prevents proper data transfer or charging under normal use. This excludes physical breakage or damage due to incorrect insertion or external force.

This list is illustrative. It does not limit the consumer guarantees that apply to the products under the ACL or under any other consumer law that applies to you.

Business purchases. If you acquire the products for business purposes, and either the consumer guarantees do not apply to your purchase or section 64A of the ACL permits us to limit our liability, then our liability for a defect in the products is limited, at our option, to repairing or replacing the products or paying the cost of doing so, and we are not liable for loss of profit, loss of data, or other consequential loss. This limitation does not apply to the extent the law does not permit it, and does not apply to a purchase made for personal, domestic, or household use.

Security products are maintained over time. Vulnerabilities are discovered in cryptographic hardware and software generally, and remediating them through updates is a normal part of the lifecycle of these products rather than, of itself, an indication that a product was not of acceptable quality when it was supplied. Clause 8 sets out what we do when we become aware of one. This paragraph describes the nature of the products, which section 54 of the ACL makes relevant to what a reasonable consumer would regard as acceptable. It does not exclude, restrict, or modify any consumer guarantee.

If you believe your product is faulty, please contact us at contact@frostsnap.com with details of the issue and proof of purchase. We may require you to return the product to us for assessment. If the product is found to be faulty and the failure is major, you are entitled to a refund of reasonable postage costs for the return. If the failure is not major, you may be responsible for the return shipping costs.

Where a remedy is provided under the ACL, we will endeavour to provide it within a reasonable timeframe. The type of remedy (repair, replacement, or refund) for a major failure is your choice. For a minor failure, the choice of remedy is ours.

4. Usage Restrictions

4.1 Resale and Authorized Resellers

You may sell or give away a device you own. Without a formal, signed reseller agreement with Frostsnap, you may not: hold yourself out as an authorized Frostsnap reseller; use our trademarks, branding, or logos to market products for sale; or distribute, repackage, or resell products commercially as a business.

We ask this because where a device came from matters to its security.

4.2 Transfer, Gifting, and Inheritance

Frostsnap devices are built to be inherited. Transferring a device to a family member, beneficiary, executor, or other person for non-commercial purposes is expressly permitted and expected.

A person who receives a device from you receives the benefit of the same consumer guarantees that applied to you.

The usage restrictions in clauses 4.1, 4.3, and 4.4, and our intellectual property rights under clause 7, continue to apply to the product and to anyone who uses it. If you transfer a device, you should make the recipient aware of this Agreement. Commercial resale remains subject to clause 4.1.

4.3 Modifications and Derivative Works

Our device firmware and the software we distribute to customers are published under an open source licence (see clause 7.2). That licence governs what you may do with the source code, including modifying it, building it, and redistributing it commercially. Nothing in this Agreement restricts, or is to be read as restricting, any right that licence gives you.

Frostsnap devices use secure boot and will run only firmware signed by us. So while you are free to modify the published source, you will not be able to install modified firmware onto a device you have purchased from us. This is a deliberate design choice that allows a device to attest to what it is running (see clause 9). It is how the product is intended to work and is not a fault.

The material reserved under clause 7.3 is not published under an open source licence. You may not create derivative works of it, or redistribute it, without our agreement.

You must not use, or attempt to obtain, the cryptographic keys we use to issue genuine device certificates, and you must not forge a genuine device certificate or use one to represent a device as one we manufactured when it is not. Clause 4.4 describes the security research we welcome.

4.4 Security Research and Responsible Disclosure

We welcome good faith security research. You may reverse engineer, decompile, or disassemble the products for the purpose of security research carried out in good faith, in compliance with applicable law, and in accordance with our published security disclosure policy at frostsnap.com/security. We will not bring legal action against researchers who act in accordance with that policy.

You must not use the products unlawfully, and you must not interfere with the security of products belonging to other people. Commercial use of the material reserved under clause 7.3 remains subject to our agreement.

5. Third Party Purchases

5.1 Authorized Resellers

Authorized resellers must provide you with evidence that they are indeed authorized by us. When purchasing from an authorized reseller, the reseller maintains sole responsibility for order processing and delivery. Support inquiries relating to orders placed with a reseller should be directed to the reseller in the first instance. This does not affect any right you have to bring a claim directly against us as the manufacturer under the ACL.

Transactions through authorized resellers may be subject to supplementary terms established by the reseller.

6. Accompanying Software and Hardware

You understand that purchased products may require third-party software and hardware such as a phone or laptop device in order to use them for intended purposes, and that this may involve installation of further software. Frostsnap makes no guarantees on the compatibility of particular hardware or operating systems. We also make no guarantees on the fitness and security of any third-party software used in conjunction with the products.

7. Ownership and Open Source

7.1 Our Intellectual Property

Subject to clauses 7.2 and 7.3, all titles, trademarks, copyrights, branding, logos, inventions, and trade secrets of the products remain owned by us or our contributors and are protected by law. Releasing code under an open source licence does not transfer our copyright in it.

7.2 Open Source Software

We publish our device firmware and the software we distribute to customers under open source licences, at the date of this version the MIT licence. Source code and licence information is published at github.com/frostsnap/frostsnap. Where software is supplied to you under an open source licence, that licence governs your use of that software. To the extent of any inconsistency between this Agreement and such a licence, the licence prevails, and nothing in this Agreement is intended to restrict, or is to be read as restricting, any right granted to you by it.

This describes our practice at the date of this version. We do not commit to any particular licence for future releases, or to releasing any future software, or any part of our infrastructure, as open source.

7.3 Reserved Material

The following is not released under an open source licence and remains ours:

• our trademarks, trading names, branding, and logos, including the Frostsnap name and mark;
• the genuine device certificates described in clause 9, and the cryptographic keys used to issue them;
• our server-side and internal systems, including our ordering, checkout, and fulfilment systems; and
• anything else we identify as proprietary at the time we supply it to you.

The open source licence on our software does not extend to our branding, and does not permit anyone to represent a product as a genuine Frostsnap device when it is not.

7.4 Feedback

If you give us feedback, suggestions, or comments relating to the products, you grant us a perpetual, worldwide, royalty-free licence to use them in current or future versions of our products without further approval or compensation. You keep any rights you already had in that material.

8. Firmware and Security Updates

8.1 Security Fixes

Where we become aware of a security defect affecting firmware or software we supply, we will make reasonable efforts to notify affected customers. Remediation may take the form of a software or firmware update, or of guidance to move to a newer product or software version, or to move funds away from the affected configuration. We do not commit to a support period for any hardware generation, and we will publish notice if we cease supporting one.

8.2 Security Fixes Are Not Conditional

We will not require you to accept new or amended terms as a condition of receiving a security fix for a defect in a product you already own. A fix may be delivered as part of a later software, firmware, or hardware version.

8.3 Feature Updates

Beyond security fixes, we may add, change, or discontinue features over time. Where we advertise unreleased or planned features, we describe them as such, and their delivery remains at our discretion.

9. Device Genuineness

Each Frostsnap device is provisioned at our factory with cryptographic material that allows it to attest that we manufactured it, together with a certificate signed by us. This is what allows a genuine device to be distinguished from a counterfeit.

If you have reason to believe a device is not genuine, contact us before using it and we will help you establish whether it is.

Because where a device came from matters to its security, we recommend purchasing only from us or from an authorized reseller under clause 5.1.

10. Privacy and Data

By making a purchase or using our products, you agree that any personal information provided to us will be treated under our Privacy Policy which can be found at frostsnap.com/privacy, and you accept that this Privacy Policy constitutes a component of this Agreement.

We design our products so that we do not hold information we do not need. Your cryptographic key material is generated and held on your devices and in your backups. We never receive it, and we cannot recover it, reproduce it, or disclose it to anyone, including under legal compulsion. This is a property of how the product is built, not only a policy we have adopted.

11. Export Control and Sanctions

You must comply with all export control and sanctions laws that apply to you when purchasing, using, or transferring the products. You represent that you are not located in, or ordinarily resident in, a jurisdiction subject to comprehensive trade sanctions that would prohibit the supply of the products, and that you are not a person or entity with whom we are prohibited from dealing under Australian sanctions law. Where we reasonably believe that supplying an order would breach such a law, we may cancel it and refund you in full.

12. Contractual Requirements

12.1 Assignment Limitations

This Agreement and its associated obligations may not be transferred or assigned, in whole or part, to another entity without securing prior written authorization from Frostsnap. This does not restrict a transfer of a device permitted under clause 4.2.

12.2 Enduring Obligations

The termination or expiration of your relationship with Frostsnap, including discontinuation of product usage, does not release you from any obligations established under this Agreement.

12.3 Customer Commitment

By making a purchase, you accept and agree to all obligations specified in this Agreement and acknowledge that these terms constitute a legally enforceable contract.

13. Cost of Purchase

13.1 Pricing Structure

Product pricing is determined by rates published on our website or as advertised at place of purchase, barring administrative mistakes or errors. Where an order is cancelled under clause 3.1, you will be refunded in full.

13.2 Promotional Offers

Promotional codes may be applied at the checkout. Only a single promotional offer may be used at any one time and cannot be combined with other offers.

13.3 Payment and Receipts

You should receive a receipt by email once your payment has been received. If you do not receive one, or if you have underpaid or overpaid, please contact us at contact@frostsnap.com and we will resolve it with you. Any amount returned to you under this clause is settled in the currency in which you paid it.

13.4 Currency of Refunds

Where we refund you under any other clause of this Agreement, the currency of the refund and, where a conversion is required, the rate applied, are determined by us acting reasonably. This clause does not limit any remedy you are entitled to under clause 3.5 or under the ACL.

14. Disclaimers and Limitations

14.1 Product Condition

Products sold by us will be shipped as they are described. From time to time, Frostsnap will advertise unreleased or planned features, which will be described as such, and will be fulfilled at our discretion, retaining our ability for us to change our minds as to the direction of product development.

Other than the guarantees and rights set out in clause 3.5, the commitments we make in clauses 8 and 9, and any right given to you by the ACL or by any other law that applies to you, we give no additional express warranties. We do not exclude, and are not attempting to exclude, any guarantee, right, or remedy that the law gives you.

14.2 Performance Expectations

Frostsnap does not guarantee that products will meet every specific requirement you may have, operate without interruption, or remain free of every error. This clause does not limit clause 3.5 or any right you have under the ACL, and it does not apply where a failure amounts to a failure of a consumer guarantee.

14.3 Support Obligations

Frostsnap will take steps to support your use of our products and services when we deem it reasonable and effective for us to do so. However, we make no commitment that we will teach, guide, or support you beyond the information and documentation that accompanies and surrounds our products. This does not limit clause 3.5 or clause 8.

15. Risk Acknowledgement

15.1 Cryptographic Applications

You acknowledge and accept that there may be inherent risks and personal responsibilities surrounding the use of the products. Particularly regarding cryptographic applications, including but not limited to: the management of secrets and use for Bitcoin transactions.

15.2 Financial Risk

You the customer accept the risks related to Bitcoin usage and interactions with our products, including financial losses, risks of theft, hacks, phishing, or any other adverse events. Bitcoin's exchange rate against other currencies can move sharply in either direction. Nothing on this page or in our materials is financial or investment advice.

This clause does not limit our responsibility for a defect in the products or for a failure of a consumer guarantee.

15.3 Bitcoin is a Decentralized Peer-to-Peer Network

You the customer recognize that no central authority governs Bitcoin, and consequently, losses arising from transactions you make fall outside of Frostsnap's control.

15.4 Security Responsibilities

You acknowledge and assume responsibility for your own use of the products, including but not limited to: protection against unauthorized access, safekeeping of secret key material, backing up of secret key material, arrangement of secure inheritance procedures. Frostsnap strives to make these tasks easy for you, but we cannot perform them on your behalf.

16. Liability

16.1 Liability We Do Not Limit

Nothing in this Agreement limits our liability where it cannot lawfully be limited. This includes our liability for a failure to comply with a consumer guarantee under the ACL, for misleading or deceptive conduct, for fraud, and for death or personal injury caused by our negligence.

16.2 Limits That Do Apply

Where you acquire the products otherwise than as a consumer, for example as a business or reseller under clause 4.1, and to the extent the law permits, our aggregate liability arising out of or in connection with this Agreement is limited to the purchase price of the products concerned, excluding shipping and taxes.

Subject to clause 16.1, we are not liable for indirect, incidental, or punitive damages. This does not apply to any loss or damage you are entitled to recover under section 259(4) of the ACL or under an equivalent provision of a law that applies to you.

17. Dispute Resolution

17.1 Talk to Us First

If you have a dispute relating to a purchase or this Agreement, please contact us at contact@frostsnap.com. We will make genuine efforts to resolve it with you directly.

17.2 If That Does Not Work

If we cannot resolve a dispute between us, you are free to pursue it through any avenue available to you, including your local consumer protection regulator, an ombudsman or small claims tribunal, or a court of competent jurisdiction. Where both parties agree in writing, a dispute may instead be resolved by arbitration in Sydney, New South Wales, under the Commercial Arbitration Act 2010 (NSW). Nothing in this Agreement requires you to arbitrate.

18. Indemnification

You agree to indemnify Stay Frosty Pty Ltd and its officers, directors, employees, and agents against third party claims, losses, damages, and reasonable costs arising from your unlawful use of the products, your breach of clause 4 (Usage Restrictions), or your resale or distribution of the products in breach of clause 4.1.

This indemnity does not apply to any claim to the extent it arises from a defect in the products, from our act, omission, or negligence, or from our breach of this Agreement or of any law. Any amount you owe under this indemnity is reduced to the extent our conduct contributed to the loss.

19. Governing Law

This Agreement is governed by the laws of New South Wales, Australia, and the courts of New South Wales have non-exclusive jurisdiction over disputes arising under it.

20. Comprehensive Agreement

This Agreement, together with our Privacy Policy (clause 10), our security disclosure policy (clause 4.4), and any open source licence that applies to our software (clause 7.2), represents the complete understanding between Frostsnap and you regarding product purchase and use.

This clause does not exclude our responsibility for any representation we actually made to you, and does not limit your rights in respect of misleading or deceptive conduct.

21. Modifications to the Agreement

From time to time, Frostsnap may make updates to this Agreement. An updated version applies only to purchases made after it takes effect. The version in force when you purchased continues to govern that purchase, unless a later version is more favourable to you, in which case the later version applies.

As set out in clause 8.2, we will not condition a security fix for a defect in a product you already own on acceptance of an amended Agreement.

This Agreement may otherwise only be modified, amended, supplemented, or waived in writing signed by an authorized officer of Stay Frosty Pty Ltd.

22. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from events beyond its reasonable control. Such events include: natural disasters, declared pandemics, acts of war, government-mandated restrictions, semiconductor or component allocation failures, foundry or fabrication shutdowns, the discontinuation or end of life of components by suppliers, and material failures of shipping or logistics infrastructure.

The affected party must notify the other party as soon as possible of becoming aware of the force majeure event that materially affects the conditions under this Agreement. Performance obligations shall be suspended only for the duration directly impacted by the event. This clause does not excuse any payment obligations, and does not relieve either party from implementing reasonable workarounds when available.

23. Severability

If any provision of this Agreement is deemed to be illegal, invalid, or unenforceable for any reason by any court or tribunal of competent jurisdiction, such provision shall be deemed severed, deleted, or read down to the minimum extent necessary, and shall not affect the legal effect of any other provision. Both parties will endeavor to substitute any such provision with a new provision of comparable lawful intent.