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Custodial Services Agreement

Last updated: July 8, 2026

This Custodial Services Agreement is made

BETWEEN

Custodian HQ, a Wyoming C-Corporation with principal business address at 4077 Akins Ridge Ct SW, Powder Springs, GA 30127, USA. ("Custodian HQ" or "we" or "us")

AND

Each individual natural person who creates an Account on the Platform. ("User" or "you")

WHEREAS, Custodian HQ has developed and operates a digital inheritance platform that enables users to encrypt and store digital asset access instructions and arrange for their transmission to designated parties upon a triggering event;

WHEREAS, the User wishes to engage the Services of Custodian HQ to facilitate the secure storage of encrypted asset instructions and management of the transfer process;

WHEREAS, the parties wish to clearly define the nature of Custodian HQ's role, the scope of Services provided, and the respective rights, obligations, and limitations of each party;

NOW THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1. Definitions

Capitalized terms in this Agreement shall have the meanings set out in the Custodian HQ Terms of Service, and additionally:

"Custodial Services" - The encrypted storage of the User's Asset Inventory and the administration of the transfer process, as described in this Agreement and the Terms of Service.

"Custodian Network Members" – Also referred to as Custodians, are individuals designated by the User to:

  • Hold a cryptographic Key Share/Custodian key on behalf of the User
  • Initiate the transfer process when they have reasonable grounds to believe the User has died or become incapacitated
  • Submit their Key Share/Custodian key upon expiration of the Security Window to enable Transfer Execution

"Encrypted Instructions" - The ciphertext resulting from the User's encryption of their Asset Inventory using their Secret Key. Custodian HQ stores only this ciphertext and has no ability to decrypt it.

"Key Share" - A cryptographic fragment of the User's Secret Key also referred to as the Custodian key, distributed to an individual Custodian Network Member.

"Transfer Execution" - The decryption and delivery of the User's Asset Inventory to designated Beneficiaries following the expiration of the Security Window without cancellation by the User.

"Outstanding Balance" - Any unpaid subscription fees or other charges owed by the User to Custodian HQ at the time of Transfer Execution.

"Triggering Event" - The initiation of the transfer process by a Custodian Network Member, based on that member's reasonable belief that the User has died or become permanently incapacitated.

2. Nature of Custodian HQ's Role

  1. Custodian HQ is strictly an informational platform. Custodian HQ does NOT:
    • Take possession, ownership, or control of any digital asset, cryptocurrency, financial instrument, or property of the User
    • Act as a qualified custodian, trustee, fiduciary, or investment adviser within the meaning of the Investment Advisers Act of 1940, the Wyoming Banking Act, or any equivalent law
    • Act as a money services business, money transmitter, or payment processor in respect of the User's digital assets
    • Provide any form of digital asset custody within the meaning of Wyoming Stat. § 34-29-101 et seq.
    • Hold, transmit, or transfer any financial asset on behalf of the User
    • Access or read the decrypted sensitive contents of the User's Asset Inventory at any time
  2. Custodian HQ:
    • Stores the User's Encrypted Instructions (ciphertext) on EU-hosted servers
    • Facilitates the distribution of Key Shares to Custodian Network Members
    • Manages the transfer workflow including Security Window countdowns and notification pings
    • Coordinates the collection of Key Shares from Custodian Network Members upon Transfer Execution
    • Delivers the decrypted Asset Inventory to Beneficiaries upon valid Transfer Execution
  3. Custodian HQ does not owe a fiduciary duty to the User, any Beneficiary, or any Custodian Network Member in respect of any digital asset. The User's relationship with Custodian HQ is that of a subscriber to a technology service, not a principal-agent or trust relationship.
  4. This Agreement and the Platform are fundamentally distinct from financial custodianship arrangements offered by institutions such as Coinbase Custody, Fidelity Digital Assets, or bank trust departments. Those institutions hold actual financial assets in custody. Custodian HQ holds only encrypted text. The User's digital assets remain entirely under the User's control (and the control of the third-party platforms on which they are held) at all times.

3. Services Provided

  1. Subject to the User's payment of applicable Subscription fees and compliance with this Agreement and the Terms of Service, Custodian HQ shall provide the following Custodial Services:
    • Secure Storage: Storage of the User's data and Instructions on Custodian HQ's servers, with encryption at rest (for sensitive information) and in transit (for all data).
    • Key Share Management: Facilitation of the distribution of Key Shares to the User's designated Custodian Network Members.
    • Transfer Workflow Administration: Management of the Security Window, notification processes, and Transfer Execution workflow as described in Sections 5 and 6 of this Agreement.
    • Account Management: Tools enabling the User to update their Asset Inventory, change Beneficiary designations, modify Custodian Network Member designations, and update Security Window settings at any time.
    • Export Capability: The ability for the User to export their encrypted Asset Inventory at any time for their own records.
  2. Custodial Services are provided as part of the User's Subscription. No separate custodial fee is charged at this time. Custodian HQ reserves the right to introduce additional fee-based services (including enhanced verification services, legal will preparation, or multi-tier subscription options) in the future, with prior notice to existing users.
  3. Custodian HQ shall use commercially reasonable efforts to maintain platform availability. However, the Custodial Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, third-party infrastructure failures, or circumstances beyond Custodian HQ's reasonable control.

4. The Transfer Process

  1. The transfer process commences when a Custodian Network Member logs into the Platform and formally initiates the process. By initiating the process, the Custodian Network Member acknowledges that they are making a representation to the Platform regarding the User's status. The User is solely responsible for selecting Custodian Network Members who are trustworthy and who understand their responsibilities.
  2. Upon initiation:
    • The Platform activates the Security Window configured by the User (default: 30 days; range: 1 to 366 days)
    • The Platform sends notification emails to the User at their registered email address at multiple intervals during the Security Window
    • The initiating party is notified that the process has been initiated as well as a timeline as to when they can come back and provide the keys and execute the transfer process.
  3. During the Security Window, the User may cancel the transfer process by logging into their Account. Custodian HQ shall treat any authenticated login by the User as a cancellation signal. Upon cancellation:
    • The transfer process is immediately halted
    • The User is advised to review and update their Custodian Network Member designations
  4. If the Security Window expires without User login:
    • The Custodian (or custodians) can then provide their keys ensuring to meet the minimum required number of keys.
    • The cryptographic scheme requires a threshold number of Key Shares (as configured by the User) before decryption can proceed.
  5. Upon submission of the required Key Shares:
    • The platform decrypts the Asset Inventory
    • Access instructions are transmitted to each Beneficiary at their registered email address
    • A record of the Transfer Execution, including timestamp and confirmation of delivery, is retained by Custodian HQ
  6. If the User has an Outstanding Balance at the time of Transfer Execution, Custodian HQ shall notify the Custodian Network Members of the Outstanding Balance and may require payment prior to release of the decrypted instructions. Custodian HQ reserves the right to delay Transfer Execution until any Outstanding Balance is settled.

5. Beneficiaries

  1. The User is solely responsible for:
    • Designating appropriate Beneficiaries and keeping their contact information updated
    • Ensuring Beneficiaries are aware of their designation and understand the platform's processes
    • Managing the Beneficiary chain in the event of a Beneficiary's death, incapacitation, or changed contact details
    • Complying with applicable laws relating to the transfer of assets to specific Beneficiaries, including any probate, inheritance tax, or estate administration requirements
  2. Beneficiaries may be natural persons (including minors), legal entities (companies, charities, trusts), or other parties as designated by the User. Custodian HQ may require Beneficiaries to verify their identity prior to receiving the decrypted instructions.
  3. Where a Beneficiary is a minor, the decrypted asset access instructions will be delivered to the minor's registered email address without further verification. Custodian HQ accepts no responsibility for the management or safeguarding of asset access instructions received by minor Beneficiaries. The User is advised to take appropriate legal advice regarding the appointment of a guardian or trustee for any minor Beneficiary.
  4. Custodian HQ will deliver the decrypted instructions to the email address provided by the User for each Beneficiary. Custodian HQ does not take further action in the event that an email address is invalid, inactive, or unresponsive. The User is responsible for maintaining accurate and current contact information for all Beneficiaries.

6. Custodian Network Members

  1. Custodian Network Members or Custodians are individuals designated by the User to:
    • Hold a cryptographic Key Share on behalf of the User
    • Initiate the transfer process when they have reasonable grounds to believe the User has died or become incapacitated
    • Submit their Key Share upon expiration of the Security Window to enable Transfer Execution
  2. The User is solely responsible for:
    • Selecting trustworthy and competent Custodian Network Members
    • Ensuring Custodian Network Members understand their role and obligations
    • Re-generating key shares and redistributing them whenever a Custodian Network Member is changed, added, or removed
    • Any consequences arising from a Custodian Network Member's unauthorized, fraudulent, or premature triggering of the transfer process
  3. Custodian Network Members are not agents, employees, contractors, or representatives of Custodian HQ. Custodian HQ has no control over the conduct of Custodian Network Members and bears no liability for their actions or omissions.

7. Data Handling and Security

  1. The User's Asset detail (sensitive data) is encrypted on behalf of the User using their Secret Key upon transmission to Custodian HQ's servers. Custodian HQ stores only the Encrypted Instructions. Custodian HQ does not store or have access to the User's Secret Key, the Key Shares held by Custodian Network Members, or the decrypted contents of the Asset detail at any point during the storage period.
  2. Custodian HQ implements the security measures described in the Privacy Policy, including AES-256 encryption at rest, TLS/SSL encryption in transit, access controls, R2 storage service on cloudflare and infrastructure provided by Contabo GmbH on EU servers.
  3. The User may export their Encrypted Instructions at any time. In the event of Platform shutdown or termination of Services, users will be provided with no less than ninety (90) days' notice and the opportunity to export their data before shutdown.
  4. In the event that the User loses their Secret Key and all Custodian Network Members lose their Key Shares, the user may delete all their assets and add them again.
  5. In the event that a User becomes incapacitated or deceased, and the designated custodians are unable to provide the minimum number of required authorization keys necessary to access the User's assets, such assets may become permanently inaccessible.
  6. Custodian HQ may, at its sole discretion, provide reasonable assistance to facilitate recovery where feasible; however, Custodian HQ does not possess the ability to bypass or reconstruct the required authorization mechanism.
  7. Accordingly, Custodian HQ shall not be liable for any loss of, inability to access, or permanent inaccessibility of assets arising from the failure to provide the requisite authorization keys, whether due to the User's incapacity, death, or any other circumstance beyond the Custodian HQ's control.

8. Fees, Billing, and Outstanding Balances

  1. Custodial Services are included in the User's Subscription. No additional custodial fee is currently charged.
  2. Custodian HQ may, in the future, introduce additional value-added services (such as identity verification, legal document preparation, or enhanced security tiers) at additional cost. Users will be notified of such services and given the option to opt in or out.
  3. As set out in Section 5.6 of this Agreement, any Outstanding Balance at the time of Transfer Execution may result in a delay in the delivery of decrypted instructions. Custodian HQ shall not be liable for any harm or loss arising from such delay where caused by the User's failure to maintain a current and paid subscription.

9. Limitation of Liability and Indemnification

  1. CUSTODIAN HQ IS AN INFORMATIONAL PLATFORM. CUSTODIAN HQ SHALL NOT BE LIABLE FOR:
    • THE VALUE, LOSS, INACCESSIBILITY, OR DEPRECIATION OF ANY DIGITAL ASSET
    • ANY FAILURE BY A THIRD-PARTY PLATFORM (INCLUDING CRYPTOCURRENCY EXCHANGES, FINANCIAL INSTITUTIONS, OR SOCIAL MEDIA PLATFORMS) TO HONOR TRANSFER OR ACCESS REQUESTS FROM BENEFICIARIES
    • ANY TAX, DUTY, OR FINANCIAL OBLIGATION INCURRED BY A BENEFICIARY UPON RECEIPT OF ASSET ACCESS INSTRUCTIONS
    • ANY INCORRECT, DELAYED, OR FAILED TRANSFER RESULTING FROM INACCURATE INFORMATION PROVIDED BY THE USER
    • ANY UNAUTHORIZED TRIGGERING OF THE TRANSFER PROCESS BY A CUSTODIAN NETWORK MEMBER DESIGNATED BY THE USER
  2. IN ALL EVENTS, CUSTODIAN HQ'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE USER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
  3. The User shall indemnify, defend, and hold harmless Custodian HQ and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
    • Any dispute between the User and any Beneficiary regarding the User's intended asset distribution
    • Any contest or challenge to the legal validity of the transfer executed through the Platform
    • Any claim by a Custodian Network Member arising from their participation in the transfer process
    • The User's failure to maintain current and accurate Beneficiary and Custodian Network Member designations
    • The User's violation of any applicable law in connection with the use of the Platform
    • Any estate, inheritance, or tax dispute arising in connection with a Transfer Execution
    • Any unauthorized or fraudulent triggering of the transfer process by a party designated by the User
  4. Custodian HQ does not currently carry professional indemnity, cyber liability, errors and omissions, or fidelity insurance. Users should be aware of this fact when assessing the Platform's suitability for their estate planning needs.

10. Representations and Warranties

  1. By entering into this Agreement, the User represents and warrants that:
    • They have the legal capacity and authority to enter into this Agreement
    • All information provided to the Platform is accurate, complete, and lawfully obtained
    • They are the rightful owner or authorized custodian of the digital assets documented in their Asset Inventory
    • Their use of the Platform does not violate any applicable law, court order, or third-party agreement
    • They have obtained any necessary consent from Custodian Network Members and Beneficiaries for the submission of their personal data to the Platform in accordance with the Privacy Policy
  2. Custodian HQ represents and warrants that:
    • It will provide the Custodial Services in a professional and workmanlike manner using commercially reasonable efforts
    • It has and will maintain appropriate technical and organizational security measures to protect stored data
    • It will not access, disclose, or use the contents of any User's encrypted Asset Inventory for any purpose other than providing the Services

11. Term and Termination

  1. This Agreement commences on the date of Account activation and continues for as long as the User maintains an active account, unless terminated earlier pursuant to this clause.
  2. The User may terminate this Agreement by cancelling their Subscription and closing their Account. Termination does not relieve the User of any obligation to pay amounts due prior to the termination date.
  3. Custodian HQ may terminate this Agreement, with or without notice, in the event of:
    • The User's material breach of this Agreement or the Terms of Service
    • The User's involvement in fraudulent, abusive, or illegal activity
    • A determination that continued provision of Services creates legal or regulatory risk for Custodian HQ
    • The cessation of the Platform's operations
  4. Upon termination of this Agreement:
    • the User's access to the Platform and Services shall cease;
    • Custodian HQ shall retain the User's encrypted data for the period specified in the Privacy Policy; and
    • any outstanding fees shall become immediately due and payable.
  5. In the event of a planned shutdown of the Platform, Custodian HQ shall provide all active Users with no less than ninety (90) days' written notice and the opportunity to export their encrypted Asset Inventory. In the event of an unplanned or emergency shutdown, Custodian HQ shall make all reasonable efforts to notify Users and facilitate data export.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Wyoming, USA. All disputes shall be resolved pursuant to the arbitration and dispute resolution provisions set out in Section 17 of the Terms of Service, which are incorporated by reference herein.

13. General Provisions

  • Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, and any Schedules, constitutes the entire agreement between the parties with respect to the Custodial Services.
  • Amendment: Custodian HQ may amend this Agreement from time to time with written notice to Users. Material amendments require thirty (30) days' advance notice. Continued use of the Platform constitutes acceptance.
  • Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force.
  • No Assignment: The User may not assign this Agreement without Custodian HQ's prior written consent. Custodian HQ may assign this Agreement in connection with a business transfer or acquisition.
  • Independent Contractors: The parties are independent contractors. Nothing herein creates any partnership, joint venture, agency, or trust relationship.
  • Notices: All notices to Custodian HQ under this Agreement shall be sent to [email protected].

Acknowledgement of Agreement

By creating an Account and activating a Subscription on the Custodian HQ Platform, the User acknowledges that they have read, understood, and agreed to be bound by this Custodial Services Agreement in its entirety.

This Agreement takes effect electronically upon Account activation. A physical signature is not required for the Agreement to be binding.

Custodian HQ's Terms of Service, Privacy Policy, and Custodial Services Agreement are available at all times at thecustodian.io.