Terms of Service

Scope

Meatspace Industries, Inc. (“Meatspace”, the “Company”, “we”, “us” or “our”) is a blockchain development company, focused on utilizing decentralized technologies such as the Solana blockchain.

Meatspace makes available to certain users certain software, including Meatspace’s self-custody wallet application ("Dapital", the "Wallet" or the “App”). The Wallet enables users to (i) self-custody their Digital Assets; (ii) maintain control over their private keys; (iii) initiate Digital Asset swaps from within the App by routing orders through third-party liquidity aggregation services while maintaining control of their Wallet; (iv) view blockchain-based addresses and information that are part of digital asset networks, broadcast transactions, connect with select third-party services made available through the App, and otherwise manage their wallets; and (v) access additional functionality as may be added to the App from time to time (collectively the “Functionality”).

Meatspace is not a custodian of your Wallet or the Digital Assets held in your Wallet. You are responsible for the acts and omissions of any person who accesses your Wallet or any feature provided through the Site.

“Digital Assets” means only those particular tokens, cryptocurrencies and other crypto or blockchain-based digital assets listed as available to interact with or self-custody in your Wallet.

These Terms of Service (these “Terms” or this “Agreement”) (i) contain the terms and conditions that govern your access to and use of the Site and Functionality and (ii) constitute a legally binding agreement between us and you and/or the entity you represent (“you”, “your” or “user”).

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING “DISPUTE RESOLUTION”. IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND DAPITAL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

Agreement to Terms; Privacy Policy

Please read these Terms carefully before using the Site or Functionality. By using or accessing the Site, Functionality and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you, (i) accept and agree to these Terms and (ii) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at https://dapital.xyz/privacypolicy (the “Privacy Policy”). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the “Terms of Service”, the “Terms” or this “Agreement”, include a reference to the Privacy Policy.

Changes to Terms or Functionality; Third-Party Services

We may modify the Terms at any time at our sole discretion and without notice. If we do so, we’ll notify you either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. It’s important that you review the Terms whenever we modify them, because, if you continue to use the Site or Functionality after we have modified the Terms, you are agreeing to be legally bound by and to abide by the modified Terms. Unless expressly stated otherwise, any modifications to these Terms shall apply to all claims, actions, and disputes arising at any time, including those that accrued prior to the effective date of such modifications.

If you don’t agree to be bound by the modified Terms, then you may not use the Site or the Functionality. Because the Functionality is evolving over time, we may change or discontinue all or any part of the Site and Functionality (or any part of either or both) at any time and without notice, in our sole and absolute discretion. If you don’t agree to be bound by the modified Terms, then you must not use the Site or Functionality.

When you use our Site and/or Functionality, you may also be using the functionality of one or more third parties. For example, certain pricing data, liquidity, or order routing may rely on exchanges or other sources operated by third parties, and downloading the Dapital iOS application requires access to the Apple App Store. Your use of those and other third-party software (“Third-Party Functionality”) will be subject to the privacy policies, terms of use and similar policies and terms, and fees of those third parties.

Who May Use the Functionality

Eligibility

You may use the Site and Functionality if you are of the age of majority in your jurisdiction of residence (if this is higher) and are not barred from using the Site and Functionality under applicable law. By using the Site and/or Functionality and agreeing to these Terms, you represent and warrant that:

• You are of lawful age, and are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.
• Neither you nor any person that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United Kingdom government, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

Registration and Your Information; Suspension/Termination of Functionality; Security

To use the Site and avail of the Functionality, you may be asked to have or to create an account (“Account”). To the extent you create an account, you agree that you won’t disclose your Account credentials to or allow your Account to be used by anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Site or Functionality. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms (as each may be modified from time to time). Your access to and use of the Site or Functionality may be suspended at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination. You acknowledge and understand that, in certain circumstances, such as if you lose access to your mobile device, you will need your original authentication method to access any cryptocurrency stored in your wallet or any functionality of your wallet. You are solely responsible for the retention and security of your Authentication Method. Your Authentication Method is the only way to restore access to the cryptocurrency stored in your Wallet if you lose access to your Wallet. Anyone who knows your Authentication Method can access, transfer or spend your cryptocurrency. If you lose access to your Authentication Method, you may not be able to access, transfer or spend your cryptocurrency.

You acknowledge and agree that Dapital does not store and is not responsible in any way for the security of your Authentication Method and you agree to hold Dapital, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose access to your Authentication Method and cannot access, transfer or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Authentication Method.

Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to the Site and the Functionality ( “Feedback” ). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose, without any obligation to compensate, obtain approval from or provide attribution to you.

Content Ownership, Responsibility and Removal

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site or Functionality; and (ii) “User Content” means any Content that users or Account holders (including you) upload, submit, store, send, post or otherwise make available on the App or through our Site. Content includes without limitation User Content.

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

Subject to the foregoing, Dapital and its licensors exclusively own all right, title and interest in and to the Site, the Functionality and Content, including all associated intellectual property rights. You acknowledge that the Site, Functionality and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Functionality or Content.

Copyright Dispute Policy

We respect others’ intellectual property rights, and we reserve the right to delete or disable User Content (as defined below) alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Rights in User Content Granted by You

You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person.

You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Functionality. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in App, Site and Functionality Granted by Dapital

The App, Site and Functionality (or access thereto) are proprietary to Dapital and its licensors and must not be used other than strictly in accordance with these Terms. Dapital grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the App and Site for the purposes of accessing and using the Functionality strictly in accordance with these Terms.

You agree not to use the Site or Functionality in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Site or any Content included in the Functionality (except to the extent Content included in the Functionality is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the App or Site or apply any other process or procedure to derive the source code of any software included in the App or Site, (iii) access or use the Functionality in a way intended to avoid incurring fees or exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data (including but not limited to Content) from the App or Site or Functionality, or (v) resell or sublicense the Functionality, or use the Functionality to provide software as a service or any cloud-based, time sharing, service bureau or other services or to create a competing product or service.

You will not copy, imitate, or use Our Marks unless you obtain our prior written consent for any purpose, including without limitation, in connection with any product or service that is not authorized by Dapital; any manner that is likely to cause confusion among customers; or in any way that disparages or discredits Dapital. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.

Acceptable Use and Enforcement Rights

As a condition to using the Site and/or Functionality, you agree not to use the Site or Functionality in ways or provide any User Content that:

• Violates, misappropriates, or infringes the rights of Dapital, its licensors, our users, or others, including privacy, publicity, intellectual property, or other rights;
• Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
• Involves falsehoods, misrepresentations, or misleading statements, including impersonating someone;
• Involves sending illegal or impermissible communications such as bulk messaging, auto- messaging, auto-dialing, and the like;
• Avoids, bypasses, removes, deactivates, impairs, descrambles or otherwise circumvents any technological measure implemented by us or any of our service providers or any other third party to protect the Functionality or Content;
• Disguises your location through IP proxying or other methods;
• Interferes with, or attempts to interfere with, the access to the Functionality of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Functionality;
• Circumvents any content-filtering techniques, security measures or access controls that Dapital employs on the Site or the Functionality in any manner;
• Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Functionality, or that could damage, disable, overburden, or impair the functioning of the Site or Functionality;
• Violates any applicable law or regulation, including, without limitation any applicable anti-money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs, including, without limitation, the U.S. Bank Secrecy Act and those enforced by the U.S. Department of Treasury’s Office of Foreign Assets Controls and any other applicable export control laws;
• Encourages or enables any other individual to do any of the foregoing.

By using the Site or Functionality, you further represent, warrant and covenant that:

• Any Digital Assets you transfer using the Site via the Functionality or any User Content you provide has been legally obtained by, and belong to, you and does not violate or infringe the intellectual property rights of any third party;
• You will not provide any false, inaccurate or misleading information while using the Site or Functionality, or engage in any activity that operates to defraud the Company, other users of the Functionality, or any other person or entity;
• You will not use the Functionality to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
• Any Digital Assets you use in connection with the Functionality are either owned by you or you are validly authorized to carry out actions using such assets; and
• You will pay all fees necessary for interacting with the Solana blockchain, or any other network with which the Functionality are compatible, including “gas” costs, as well as all fees charged by us for your use of the Site and Functionality. A transaction which is presented to you as “gasless” may still require you to pay a fee to process the transaction on the particular blockchain network without native blockchain tokens. Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Site and Functionality, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). Without limiting the foregoing, you may not use the Site or download the App or use the Functionality if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Russian-occupied regions of Donetsk, Luhansk or Crimea, or any other jurisdiction subject to comprehensive United States embargo, UN Security Council Resolutions, HM Treasury’s financial or other sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial or other sanctions regime; or (ii) you intend to supply any Functionality to Cuba, Iran, North Korea, Sudan or Russian-occupied regions of Donetsk, Luhansk or Crimea, or any other jurisdiction subject to comprehensive United States embargo or HM Treasury’s financial or other sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial or other sanctions regime.

Fees

You may be charged fees for access to some or part of the Functionality you use, including fees charged on token swaps or other transactions that you route through third-party services accessible via the App. Those fees may change at any time without notice. The amount of fees applicable to the Functionality will be made visible to you at the time that you access the Functionality. Rates that appear in the Dapital application are calculated with fees applied.

You may incur charges from third parties for use of Third-Party Functionality. For example, you may be charged fees via the Dapps (including, without limitation, decentralized exchanges) that you may access via the App. Under no circumstances shall Dapital incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third Parties or for Third-Party Functionality linked to or accessed through the Site or the Functionality.

Transactions may require the payment of “gas” or other transaction or network fees. You are responsible for ensuring that you have adequate funds in your Wallet to complete transactions. Dapital will not be liable for any failed transactions due to insufficient funds associated with your Wallet.

Although the Site endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to use the Functionality and interact with the Solana blockchain or any other network with which the Functionality is compatible.

You understand and agree that swap rates and prices for Digital Assets on third-party exchanges are estimates only, and that they may change at any time. Accordingly, the prices or swap rates for Digital Assets on third-party exchanges provided via the Functionality, including on the interface, are estimates only and may be inaccurate. Dapital may not be held liable for, and you hereby forever release Dapital from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of any of the Functionality.

Third Party Functionality

The Site, Functionality and App may contain links to Third-Party Functionality (including, without limitation, Dapps and financial institutions), and may leverage or plug into such Third Party Functionality to enable certain features. When using Third Party Functionality, you understand that you are at no time transferring your assets or private keys to us. We provide the Site and access to Third Party Functionality only as a convenience, do not have control over their content, and do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or functionality made accessible by those Third Parties (including any related website, resources or links displayed therein). Any dealings that you have with third parties when using Third Party Functionality are solely between you and the third party. We make no warranties or representations, express or implied, about such linked Third Party Functionality, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. Dapital does not have the ability to freeze, cancel, or otherwise modify any transaction that you execute through a Third Party Functionality. You acknowledge sole responsibility for and assume all risk arising from your use of the Functionality including any third-party website, applications, or resources.

You may be able to link your Wallet to your accounts on third-party platforms, sites and services, to enable access to such accounts from your Wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your Wallet are subject to these Terms, privacy policies, and other terms, conditions and policies imposed by the providers of such third-party sites, services and platforms.

Termination

We may terminate this Agreement and/or your access to and use of the Site and Functionality, in our sole discretion, at any time and without notice to you. You may cancel your Account, if you have one, at any time by deleting it and ceasing any and all use of the Site, Functionality and/or Content. Upon any termination, discontinuation or cancellation of this Agreement, the Functionality or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of and/or access to the App, Site, Functionality and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Content and Content Rights, Content Ownership, Responsibility and Removal (except for the subsection “Rights in Content Granted by Dapital”), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

Warranty Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE FUNCTIONALITIES (INCLUDING ANY SELF-CONTROLLED, USER-DIRECTED PRIVATE KEY STORAGE FUNCTIONALITY OFFERED, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAPITAL SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. DAPITAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR FUNCTIONALITIES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. DAPITAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY OR PERFORMANCE OF THE SOLANA NETWORK OR ANY OTHER NETWORK, OR THAT SOLANA NETWORK OR ANY OTHER NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SOLANA NETWORK, OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE FUNCTIONALITIES AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

USE OF ANY SELF-CONTROLLED, USER-DIRECTED PRIVATE KEY STORAGE FUNCTIONALITY IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE.

THE SITE AND FUNCTIONALITY RELY ON EMERGING TECHNOLOGIES, SUCH AS THE SOLANA NETWORK, THIRD PARTY DECENTRALIZED EXCHANGES, AND OTHER THIRD-PARTY SERVICES. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SITE AND FUNCTIONALITIES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. Dapital SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF SOLANA OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE SOLANA NETWORK OR ANY OTHER NETWORK, AND Dapital MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Site and Functionality should not and may not be construed as legal, financial, investment or other professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Functionality, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, Discord or Telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal, trading, or other decisions involving the Site or Functionality or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

You acknowledge and understand that the provision of quotes, swap rates, or other pricing information made available through third-party services does not constitute an investment recommendation, investment advice, an offer to buy or sell Digital Assets, or a solicitation to participate in a Digital Asset transaction. You are solely responsible for deciding whether to enter into a transaction and whether your transaction will be executed through any third-party exchange or service. When you choose to route a swap through the App, the order is submitted to independent liquidity providers for execution, and Dapital never takes custody of or control over your Digital Assets during that process. In either event, you understand and acknowledge that Dapital does not execute trades on your behalf or facilitate the execution or settlement of your trades, which occurs entirely through the use of Third Party Functionality on a peer-to-peer basis.

Indemnity

You will indemnify, defend and hold harmless Dapital and its affiliates and its and their respective officers, directors, employees, agents and representatives (the “Dapital Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in any way connected with (i) your access to or use of the Site, Functionality or Content, (ii) your User Content, (iii) Third Party Functionality, or (iv) your violation of these Terms.

Limitation of Liability

THE DAPITAL PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP OR THE FUNCTIONALITIES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF DAPITAL HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. DAPITAL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, FUNCTIONALITIES, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR FUNCTIONALITIES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE DAPITAL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Acknowledgment of Certain Risks; Other Disclaimers; Release of Claims

By accessing and using the Functionality, you acknowledge that you are trading peer to peer and that Dapital is not acting as an intermediary on your behalf, or providing a regulated service, and you are not a customer of Dapital. You also acknowledge that Dapital does not provide investment advice or recommendations, and you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire through third-party services accessed via the App, may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that integrations do not reduce these risks, and that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing or using the Site or Functionality.

The Site and Functionality and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of Dapital to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Functionality.

You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the functionalities, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update Dapital-developed smart contracts related to the Functionality to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Functionality.

You understand that the Solana blockchain (and all other networks with which the Functionality may be compatible) remains under development, which creates technological and security risks when using the Functionality in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Solana, or any other, blockchain is variable and may increase at any time, thereby impacting any activities taking place on the Solana, or any other, blockchain, which may result in price fluctuations or increased prices for using the Functionality.

You acknowledge that the Functionality is subject to flaws and that you are solely responsible for evaluating any code provided by the Site or Functionality. This warning and others Dapital provides in these Terms in no way evidence or represent any on-going duty to alert you of the potential risks of utilizing the Functionality or accessing the Site.

Although we intend to provide accurate and timely information on the Site and during your use of the Site and the Functionality, that intention does not reflect a binding commitment, and the Site and other information available when using the Functionality may not be accurate, complete, error- free or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Functionality are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Site or Functionality. All decisions that you make pursuant to pricing or other information distributed via the Site or Functionality, including trading decisions, are your own. Pricing information may be higher or lower than prices available on platforms providing similar functionalities.

Any reference to a type of Digital Asset on the Site or otherwise during the use of the Functionality does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain.

Use of the Functionality, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Functionality are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Functionality at your own risk. The risk of loss in trading Digital Assets can be substantial. You should, therefore, carefully assess whether such trading is suitable and appropriate for you in light of your circumstances and financial resources. By using the Site and Functionality, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Functionality or any Digital Asset. You accept all consequences of using the Functionality, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Functionality for performing Digital Asset transactions.

You understand that disclosing, sharing, and/or publicly storing either your private key, seed phrase, or other authentication method may increase your risk of loss or theft of your Wallet and/or any Digital Assets you may store in your Wallet. You acknowledge that you are solely responsible for your engagement with solicitations and other prompts from third parties.

Dapital is a developer and supplier of software. Dapital is not a broker, nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning the transactions you choose to conduct via the Functionality. All transactions between users of Dapital-developed software are initiated and signed by users and are executed peer-to-peer directly between the users’ Solana (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Functionality, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”) and all foreign laws that apply to you and your trading.

You understand that Dapital is not registered or licensed by the CFTC, SEC, or any other financial regulatory authority (whether in the United States or elsewhere). No financial regulatory authority has reviewed or approved the use of the Dapital-developed software that comprises the Site and the Functionality. The Site and the Dapital-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. Dapital is not acting as an investment manager, adviser, arranger, introducer, broker, dealer, virtual asset service provider or commodity trading adviser to any person or entity.

You further understand that Dapital is not a money transmitter or money services business subject to the anti-money laundering program requirements under the Bank Secrecy Act, 31 U.S.C. 5311 et seq., or under the laws of any state or territory.

You expressly agree that you assume all risks in connection with your access and use of the Site and Functionality and your interaction therewith. You further expressly waive and release the Dapital Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and Functionality and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Dispute Resolution

These Terms shall apply to all disputes, claims, or causes of action arising at any time, including those that accrued prior to the effective date of the Terms.

Governing Law

These Terms shall be construed and enforced in accordance with the laws of the state of California applicable to contracts entered into and performed in California by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9).

Mandatory Arbitration

PLEASE READ THIS “MANDATORY ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND Dapital, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.

You and Dapital agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Functionality, this Agreement, or any other controversies or disputes between you and Dapital (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Dapital further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action.

“Country of Residence” for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Dapital Functionality. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.

Dapital wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Dapital, you agree to try to resolve the Dispute informally by contacting Dapital at support@dapital.xyz to notify Dapital of the actual or potential Dispute. Similarly, Dapital will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of User, the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and a detailed factual statement setting forth the basis of such Dispute, including specific dates, times, and circumstances to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised.

If the Notified Party responds within fifteen (15) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 60 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within fifteen (15) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice.

We both agree to arbitrate (unless you opt out as described below). You and Dapital each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth below.

If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to Dapital at support@dapital.xyz within thirty (30) days of first accepting this Agreement. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Dapital through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using the Dapital functionalities, but you and Dapital will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

You and Dapital agree JAMS will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”). The JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the JAMS’s roster of arbitrators. Judgment on the Award may be entered in any court having jurisdiction. You and Dapital agree that if JAMS is unable or unwilling to administer the arbitration, then National Arbitration and Mediation (“NAM”) will administer the arbitration under NAM’s Comprehensive Dispute Resolution Rules and Procedures (“NAM Rules”). The NAM Rules are available at https://www.namadr.com/resources/rules-fees-forms/. You and Dapital agree that if JAMS and NAM are both unable or unwilling to administer the arbitration, and You and Dapital are unable to agree on an alternative provider, then either You or Dapital may apply to a court of competent jurisdiction in California to appoint an alternative arbitration provider to administer the arbitration.

The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you hereunder in an individual lawsuit. Notwithstanding any language to the contrary in this paragraph or the preceding paragraph, if a party seeks injunctive relief that would significantly impact other Dapital users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three- person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

You and Dapital further agree that the arbitration hearing will be held in the English language via videoconference, telephonically or via other remote electronic means, unless You and Dapital agree otherwise. In the event that neither you nor Dapital seek more than three hundred and fifty thousand dollars ($350,000) in damages (or an equivalent amount in cryptocurrency, as measured on CoinMarketCap.com on the date that the alleged damages occurred), you and Dapital agree to waive the arbitration hearing and submit the dispute to the arbitrator for an award based on written submissions and other evidence as you and Dapital may agree. If Dapital elects arbitration, Dapital shall pay all of the JAMS filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the JAMS Rules, or in accordance with countervailing law if contrary to the JAMS Rules. In such circumstances, fees will be determined in accordance with the JAMS Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided herein or required by law.

You and Dapital agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Dapital may bring a claim as a part of a class, group, collective, coordinated, or consolidated arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Dapital will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) claimants or their counsel share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR Dapital SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

You and Dapital elect the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Rules”), available at https://www.jamsadr.com/mass-arbitration-procedures, for twenty-five (25) or more similar Demands for Arbitration filed against Dapital by individual claimants represented by either the same law firm or law firms acting in coordination. In the event that the JAMS Mass Rules apply, then JAMS shall administer the Demands for Arbitration in batches, with a single, different arbitrator for each batch. Each batch shall be resolved as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, with one schedule and one hearing. If there are twenty-five (25) or more but fewer than one hundred (100) arbitrations, then there will be twenty-five (25) arbitrations per batch. If there are one hundred (100) or more arbitrations, then there will be one hundred (100) arbitrations per batch. JAMS shall designate a Process Administrator to administer the batches, including the composition thereof.

Notwithstanding your and Dapital’s agreement to arbitrate Disputes, either you or Dapital retain the right (A) to adjudicate the Dispute pursuant to the California Small Claims Act if the Dispute may be adjudicated pursuant to such act; and (B) to seek provisional relief in aid of arbitration in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.

Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Dapital agree that any judicial proceeding may only be brought in a court of competent jurisdiction in California, United States. Both you and Dapital consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.

This agreement to arbitrate shall survive the termination or expiration of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

General Terms

These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Dapital and you regarding the Site, Functionality and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Dapital and you regarding the Site, Functionality and Content. Except as provided above with respect to the provisions hereof pertaining to Collective Arbitration, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed as provided above or by a court of competent jurisdiction) that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void and of no force or effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Site and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your Account and/or your use of the Site and Functionality.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Dapital. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

Usernames

Dapital values your safety and security. Users found to be engaging in malicious activities including, but not limited to, phishing, scamming, squatting or impersonation may have their usernames revoked by Dapital in its sole discretion at any time and without notice. Usernames that infringe on intellectual property and may be trademark violations may also be revoked by Dapital. By claiming your username you understand and agree to Dapital’s Terms of Service and Privacy Policy. You also understand and agree that your username and avatar may be public information. Purchasing, selling or renting a username is strictly prohibited. Access to your username may be revoked if you violate these terms, violate the law, or engage in behavior that harms Dapital’s functionalities or users. If you believe your username has been revoked in error, please contact Dapital Support.

Contact Information

If you have any questions about these Terms or the Functionality, please contact us at support@dapital.xyz.