Mangrove Terms of Use

Please read these terms of use (the “Terms”) carefully as they form a binding legal agreement between you and Mangrove Technologies, Inc. (“Mangrove”, “We” or “Us). This site and any other sites operated by Mangrove (collectively, the “Site”) are controlled by Mangrove. These terms govern the use of the Site and apply to all visitors to the Site and those who use the non-custodial Mangrove software that is downloadable from the Site (the “Dapp” or “Software”), as well as other services and resources controlled by Mangrove that are available or enabled via the Site, (each a “Service” and collectively, the “Services” which term includes the Software and the Site unless explicitly set forth below). Importantly, as discussed in Section 1.6 below, these Terms do not govern any interactions you may have with our Third-Party Service Providers as defined herein, each of which has its own terms.

By clicking on the “I Accept” button, completing the registration process, downloading the Software and/or browsing the Site, you represent that (1) you have read, understand and agree to be bound by the Terms, (2) you are of legal age to form a binding contract with Mangrove, and (3) you have the authority to enter into the Terms personally or on behalf of the legal entity for which you are using the Services. The term “you” refers to you individually or the legal entity on whose behalf the Services are used, as applicable. If you do not agree to be bound by the Terms, you may not access or use the Services. Mangrove may modify these Terms at any time in our sole discretion. If we do so, we will post revised Terms on the Site and we will change the “Last Updated” date at the beginning of these Terms. Such revised Terms as so posted will take effect immediately. By Continuing to use the Site or Services following the release of updated Terms you consent to the updated Terms. You should check this page regularly for updates to these Terms.

WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE ARE SOLELY THE PROVIDER OF THE DAPP AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS—THROUGH ANY MEANS, INCLUDING, WITHOUT LIMITATION, AI-GENERATED OUTPUT—ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN SOLELY ON YOUR OWN ACCORD.

You may not access the Dapp if you are listed as a Specially Designated National (“SDN”) on the U.S. Department of the Treasury Office of Foreign Asset Control (“OFAC”) SDN list or other sanctions lists administered by OFAC or if you are from a country that is on any sanctions list administered by OFAC, found at this link: https://ofac.treasury.gov/.

1. Use of the Services.

The Software, the Site, the Services, and the information and content available therein (“Mangrove Content”) are protected worldwide by copyright laws. Subject to the Terms, Mangrove grants you a limited license to reproduce portions of Mangrove Content solely as required to use the Services for your personal or internal business purposes. Unless otherwise specified by Mangrove in a separate license, your right to use any Mangrove Content is subject to these Terms. Mangrove is not a bank or financial institution and does not provide investment or financial advice, or consulting services to users of the Services. We are solely the provider of the Services. You will not have a financial or custodial account of any kind with Mangrove. You also will not give us any of your assets, and your tokens and coins are not stored with us. All assets are on the blockchain itself, and we do not control them. The Services transmit account, profile, portfolio, strategy, and Copilot information as described in our Privacy Policy. When enabled, mobile notifications use push and device identifiers. The Services may incorporate, or may provide access to, applications or materials that provide certain features (“Third Party Services”), including but not limited to indicator libraries, AI-based trading signals, or others, offered by third parties (each provider, a “Third Party Service Provider”).

PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDER IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

For the avoidance of doubt, Mangrove is not responsible for your use of Third Party Services, functions or features. You are solely responsible for your use of the Dapp, including without limitation for storing, backing-up, and maintaining the confidentiality of your keys, passwords, and information, and for the security of any transactions you perform using the Dapp. You expressly relieve and release Mangrove from any and all liability and/or loss arising from your use of the Dapp and the Services. The Dapp is, among other things, a non-custodial wallet software, for digital assets such as cryptocurrencies and virtual commodities (“Digital Assets”), meaning you are solely in control of and responsible for your Digital Assets and private keys, and accordingly you can authorize transactions from your wallet address. You expressly acknowledge and agree that as the wallet functionality of the Dapp is a non-custodial wallet software, you are solely responsible for your activity and any risk of loss at all times.

1.1. Mangrove Dapp.

Use of the Software is governed by these Terms. Mangrove delivers the Dapp via download and Mangrove will not provide you with any tangible copy of the Dapp. Subject to your compliance with the Terms, Mangrove grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Dapp on devices you own or control solely for your personal or internal business purposes. Because the Dapp is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus software for the Dapp current and otherwise protect the device on which the Dapp is installed against malware. Mangrove is not responsible for any loss or damages — including loss of funds or lockout from accounts accessed via the Dapp — resulting from your failure to keep the device on which the Dapp is installed safe and free of any malware. Mangrove cannot recover passwords or unlock account information stored on the Dapp in any circumstances, including if the Dapp is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Dapp and the information stored on it.

1.2 Open-Source Content.

There are no open-source components of our software.

1.3. Mangrove Intelligence.

Mangrove’s Artificial Intelligence (“AI”) driven functionality, “Mangrove Intelligence,” has undergone rigorous testing and development to ensure a high level of accuracy and reduce biases. However, no AI is completely infallible. Therefore:

BY USING THE MANGROVE DAPP AND MANGROVE INTELLIGENCE, YOU ACKNOWLEDGE AND AGREE THAT THE AI SERVICES OFFERED BY MANGROVE ARE OFFERED “AS IS” AND MANGROVE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF AI-GENERATED OUTPUTS.

MANGROVE INTELLIGENCE IS FOR INFORMATIONAL PURPOSES ONLY, IT IS NOT A FINANCIAL OR DIGITAL ASSET ADVISOR, AND IT SHOULD NOT BE TREATED AS SUCH. YOU SHOULD NOT TAKE ANY ACTION BASED ON AI-GENERATED OUTPUT WITHOUT FIRST CAREFULLY EVALUATING (INCLUDING THROUGH EXPERT HUMAN REVIEW) THE APPROPRIATENESS OF SUCH ACTION TO YOUR SPECIFIC USE CASE AND THE RISKS INVOLVED, AND ANY ACTION TAKEN IN ACCORDANCE WITH INFORMATION PROVIDED BY MANGROVE INTELLIGENCE SHOULD BE TAKEN SOLELY ON YOUR OWN ACCORD. YOU ASSUME FULL LIABILITY FOR ANY DECISIONS, ACTIONS, OR OMISSIONS MADE IN RELIANCE ON OR BASED ON AI-GENERATED OUTPUTS, AND MANGROVE IS NOT LIABLE FOR ANY LOSS OR HARM, FINANCIAL OR OTHERWISE, THAT RESULTS FROM SUCH DECISIONS, ACTIONS, OR OMISSIONS.

1.4. Updates.

Dapp and Services are evolving, and you may be required to accept or install updates to the Dapp or Services, or update third-party software (i.e., browsers or OS) in order to keep using the Dapp or Services or access their latest features, including security updates. We may update the Dapp and Services at any time, without providing notice.

1.5. Certain Restrictions.

By accessing the Services, you agree not to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or Mangrove Content, or any portion thereof, including on a service bureau or equivalent basis; (b) frame or enclose any trademark, logo, or other Mangrove Content (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Mangrove’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or Dapp (except to the extent this restriction is expressly prohibited by applicable law); (e) use any manual or automated software, devices or other processes (including spiders or other data mining tools) to “scrape” or download data from any web pages in the Site (except that we grant operators of public search engines revocable permission to do so for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such content); (f) access the Site, Services, or Dapp in order to build a similar or competitive Site, Services, or Dapp; (g) copy, reproduce, distribute, republish, download, display, post or transmit any Mangrove Content except as expressly permitted herein; (h) incorporate the Dapp into a product or service you provide to a third party without our prior written consent; and (i) remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Mangrove Content. Mangrove, its suppliers and service providers, reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Mangrove herein.

1.6. Third Party API Providers

• The Services may incorporate, or may provide access to Third Party Services offered by Third Party Service Providers, such as, applications or materials that are hosted by or allow users to transfer custody to another party, including, but not limited to: Crypto assets, for example, Solana and Ethereum; Cryptocurrency decentralized exchanges (“DEX”); Information providers (for price data, market data, and other relevant information); Custodial services provided by Third Party Service Providers (NOTE: Mangrove is not responsible for any loss of funds resulting from using any third-party custody integration.); and Other Third Party Services.
• If you access DApps or DEX, including, without limitation, DApp functionality embedded within the Services such as the trade/swap of digital assets, you acknowledge and agree that all cryptocurrency exchanges and trade/swap functionality, provided through the Services are executed entirely by Third Party Service Providers, and that Mangrove does not itself directly exchange virtual currencies or facilitate or broker any such transactions or directly provide data on prices. Mangrove is not responsible for your use of DApps or DEX or the outcome of such use.
• You also understand and agree that access to Third Party Service Providers may be geo-blocked for residents of certain countries and certain states of the United States. There can be no assurance that any security measures that we or our Third Party Service Providers have implemented will be effective against current or future security threats. While we take steps in an effort to protect the security of our platform and the availability, integrity, confidentiality and security of our data, our security measures or those of our Third Party Service Providers could fail and result in unauthorized access to or use of our Site.
• While we strive to provide users with accurate and real-time information on digital asset prices and other relevant market data, we do not guarantee the accuracy of information provided by Third Party Service Providers. We strongly recommend users verify any information, including but not limited to pricing information, before relying on this information for decisions of any kind. The information is provided by and belongs to the individual Third Party Service Providers, and any pricing-related Mangrove Intelligence AI-generated outputs are based on the information provided by and belonging to the individual Third Party Service Providers, and we assume no ownership or any liability over any such information. Furthermore, as a condition of using the Services, you agree that we shall assume no liability for any decisions made by you or any other users based on this information.
• Neither Mangrove, nor any of our Third Party Service Providers will ever ask you to share any credential, private key, or other sensitive information with us or them. Do not share any credential, private key, or other sensitive information with any third party without validating their legitimacy.
• Third Party Services are available to you, subject to the terms and conditions of each Third Party Service Provider. To the extent Third Party Service Providers have terms that differ from these Terms, you may be required to agree to those terms in order to access their software, Site, or Services.
• We do not control the terms, policies, or performance of any third party, and are not responsible for any performance, or failure to perform, or loss of funds of any Third Party Wallet, Site, or Services, including pricing information, exchange rates, processing of transactions, third party custody service and similar activities. We do not provide customer support for transactions performed on Third Party Service Provider’s Software, Site, or Services. When you leave the Mangrove Site and access the third-party’s software, their Terms of Service govern the transaction.

1.7. Geo-blocking

• The use of our Services is subject to geographical restrictions. We reserve the right to block access to our services from certain locations based on regulatory requirements or other considerations at our sole discretion.
• You may not use any Virtual Private Network (VPN) or any other method to circumvent our geo-blocking measures. By using the Services, you agree that you are in a location in which we have authorized the use of the Services.
• Any attempt to bypass these restrictions or failure to adhere to these terms may lead to immediate suspension or termination of your account without prior notice.

1.8. User Content.

You are responsible for all data and information provided or uploaded by you to the Services (“User Content”), whether publicly posted (i.e., in a user forum, if applicable) or privately transmitted (i.e., to us in connection with a support request). You are solely responsible for the accuracy and completeness of User Content you submit and represent and warrant that you have all rights required in order to post such User Content. We may, in our sole discretion, delete any User Content that we determine violates these Terms. To the extent that you provide us with or we may have access to any information that allows us to identify you or any other individual in connection with your use of the Services, we will preserve, safeguard, and use such information as set forth in our Privacy Policy. Although we have no obligation to monitor any user content, we have absolute discretion to take any necessary actions at any time and for any reason without notice in the event you breach these Terms.

1.9. Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

1.10. Privacy Policy.

For an explanation on how we collect, use and disclose information from our users please see our Privacy Policy at mangrove.ai/privacy-policy. You acknowledge and agree that your use of the Services is subject to, and that we can collect, use and/or disclose your information (including any personal data you provide to us) in accordance with our Privacy Policy.

1.11. Fees.

Certain fees may apply to the use of certain Services, Dapp functionalities, or engagements with Third Party Service Providers, which are disclosed to you when you create an account. Dapp may, upon providing you with prior notice, in its discretion, change such fees or begin to charge additional fees at any time in the future. Any updated fees will apply to any transaction that occurs following the effective date of the updated fees.

2. Ownership.

2.1. Generally.

Mangrove and its suppliers and licensors own all right, title and interest in and to the Mangrove content contained within the Dapp, Site, and Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Mangrove Content.

2.2. Trademarks.

Trademarks, service marks, and trade names that may appear on or in the Site or Services are the property of their respective owners.

2.3. User Content.

You own your User Content. By posting, displaying, sharing or distributing User Content on or through the Dapp, Site, or Services, you grant us, and any Third Party Service Provider used in connection with the Services, a nonexclusive license to use the User Content solely for the purpose of operating the Services. Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to: (a) comply with legal process; (b) enforce these Terms, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of Mangrove, our employees, directors or officers, partners and agents, or members of the public.

2.4. Feedback.

You may provide ideas, suggestions, documents, and/or proposals about the Services to Mangrove through any means (“Feedback”), and you grant Mangrove a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use Feedback for any legitimate purpose. We may, in connection with the Dapp, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.

3. User Conduct.

You agree you will comply at all times with all relevant federal and state laws and regulations and that you have all required licenses and certifications applicable to you, if any, including, without limitation, broker dealer or registered investment advisor certifications. You may not use the Dapp, Site, or Services for any purpose that is prohibited by the Terms or applicable law. You will not (and will not permit any third party to) take any action or make available any content on or through the Site, Dapp, or Services that: (a) infringes any intellectual property rights of any person or entity; (b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive; (c) is unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Mangrove; (f) interferes with the proper functioning of the Dapp, Site, or Services; (g) engages in any potentially harmful acts directed against the Dapp, Site, or Services, including violating any security features, introducing viruses, worms, or similar harmful code into the Dapp, Site, or Services; or (h) attempts to do any of the foregoing.

4. Investigations.

Although Mangrove does not generally monitor user activity on the Dapp, Site or Services, if Mangrove becomes aware of any possible violations by you of any provision of the Terms, Mangrove may investigate such violations, and at its sole discretion may take any of the actions set forth in Section 8 below.

5. Indemnification.

You agree to indemnify and hold Mangrove, our affiliates, and our respective shareholders, directors, officers, employees, agents, attorneys, representatives, advisors, suppliers and contractors harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Dapp, Site, or Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users of the Dapp, Site, or Services; or (d) your violation of any applicable laws, rules or regulations. Mangrove may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Mangrove in asserting any available defenses. This provision does not require you to indemnify any Mangrove Party for any fraud, gross negligence, or willful misconduct of such Mangrove Party in connection with the Services.

6. Disclaimer of Warranties.

6.1. As Is.

THE DAPP, SITE, SERVICES, AND ANY INFORMATION DISPLAYED THEREIN, INCLUDING AI-GENERATED OUTPUTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO REPRESENTATION OR WARRANTY THAT IT IS FREE OF ALL FAULTS, AND MANGROVE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, SOFTWARE, OR ANY INFORMATION DISPLAYED THEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE, SERVICES, AND DAPP RESTS ENTIRELY WITH YOU.

6.2. Beta Releases.

From time to time Mangrove may offer new “Beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes, without any warranty of any kind, and may be modified or discontinued at Mangrove’s sole discretion.

6.3. Third Party Conduct.

Mangrove is not liable, and you agree not to seek to hold Mangrove liable, for the conduct of third-parties or User Content provided by third-parties on or accessed via the Dapp, site or Services, including the use of Third Party Service Providers’ software and or services. The risk of injury from use of such third-party software and services rests entirely with you.

7. Limitation of Liability.

7.1. Disclaimer.

IN NO EVENT WILL MANGROVE BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT MANGROVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE WARRANTIES THAT THE ACCESS TO THE DAPP OR USE OF THE SERVICES AND THE FUNCTIONALITY THEREOF WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY OR ERROR-FREE.

You acknowledge and agree that we have no control over, and no duty to take any action regarding: (i) failures, disruptions, errors, or delays in the processing of Digital Assets that you may experience while using the Services; (ii) the risk of failure of hardware, software, and Internet connections; (iii) the risk of malicious software being introduced or found in the software underlying the Dapp; (iv) the risk that third parties may obtain unauthorized access to information stored within your wallet, including, but not limited to your wallet address, private key, and Secret Phrase; and (v) the risk of unknown vulnerabilities in or unanticipated changes to the applicable blockchain networks. You release us from all liability related to any losses, damages, or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped Digital Asset addresses; (b) server failure or data loss; (c) unauthorized access to the Dapp application; (d) bugs or other errors in the Dapp software; and (e) any unauthorized third party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against the Dapp. We make no representations concerning any third-party content or services contained in or accessed through our Services. Any other terms, conditions, warranties, or representations associated with such content, are solely between you and such organizations and/or individuals.

7.2. Cap on Liability.

UNDER NO CIRCUMSTANCES WILL MANGROVE BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE USE OF OUR SOFTWARE, SITE, OR SERVICES EXCEEDING ONE HUNDRED DOLLARS ($100.00).

7.3. Exceptions.

The limitations in Sections 7.1 and 7.2 will not apply to damages caused by the fraud, gross negligence, or willful misconduct of Mangrove, or to the extent such limitations are precluded by applicable law (in which case Mangrove’s liability will be increased to the minimum amount required to comply with such law).

8. Term and Termination.

8.1. Term.

The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect for so long as you access or use the Dapp, Site, or Services, unless terminated earlier in accordance with this Section 8.

8.2. Termination by Mangrove.

Mangrove may, at any time and for any reason, cease providing any or all of the Dapp, Site, or Services, and/or terminate the Terms. Without limiting the foregoing, we may also terminate your access to any or all of the Mangrove content.

8.3. Termination by You.

Except as set forth in Section 8.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Dapp and no longer visit the Site.

8.4. Effect of Termination.

Upon termination of any Service, your right to use that Service will automatically terminate immediately. Mangrove will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive termination of Services will do so, including Sections 2, 5, 6, 7, 8.4, 9, 10 and 11.

9. Dispute Resolution.

Please read this Section 9 (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Mangrove and limits the manner in which you can seek relief.

9.1. Applicability of Arbitration.

You agree that any dispute or claim relating in any way to your access or use of the Site, Services, or Dapp, or to any aspect of your relationship with Mangrove, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Mangrove may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH MANGROVE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST MANGROVE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST MANGROVE SOLELY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.

9.2. Arbitration Rules and Forum.

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at 276 Broadmoor Dr, Nashville, TN, 37212, #210. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Nashville, Tennessee. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration pleadings and proceedings will be conducted in English.

9.3. Authority of Arbitrator.

The arbitrator, and not any federal, state or local court or agency will have exclusive authority to: (a) Determine the scope and enforceability of this Arbitration Agreement; and (b) Resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Mangrove. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

9.4. Waiver of Jury Trial.

YOU AND MANGROVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

You and Mangrove are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 9.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.5. Waiver of Class or Consolidated Actions.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATE WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 11.5.

9.6. 30-Day Right to Opt Out.

You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the address above within 30 days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.7. Severability.

If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such part will be of no force and effect and will be severed, and the remainder of the Arbitration Agreement will continue in full force and effect.

9.8. Survival of Agreement.

This Arbitration Agreement will survive the termination of your relationship with Mangrove.

9.9. Modification.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Mangrove makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Mangrove.

10. Acknowledgement of Risk

10.1. An encrypted backup of certain information associated with your wallet can be stored on eligible devices. The private key is associated with the wallet address and, together, they can be used to authorize the transfer of Digital Assets to and from that wallet address. You are solely responsible for the retention and security of your private key and any mnemonic phrase (“Secret Phrase”) associated with your wallet. You must keep your wallet address, Secret Phrase, and private key access information secure. It is very important that you backup your private keys, backup phrases or passwords. Failure to do so may result in the loss of control of Digital Assets associated with your wallet. You acknowledge and agree that we do not receive or store your wallet password, encrypted private key, unencrypted private key, or Secret Phrase associated with your wallet. We cannot generate a new password for your wallet if you fail to remember your original password. If you have not safely stored a backup of any wallet address and private key pairs maintained in your wallet, you accept and acknowledge that any Digital Assets you have associated with such wallet address will become inaccessible. Accordingly, we shall have no responsibility or liability whatsoever in the event you are unable to access your wallet for any reason including without limitation your failure to keep your wallet address, Secret Phrase and private key information secure.

10.2. You acknowledge and agree that: (i) Mangrove is not responsible for your access or use of any services provided by Third Party Service Providers and shall have no liability whatsoever in connection with your use of such services, including, without limitation, any transactions you dispute; (ii) the limits of amounts that you may exchange via any such Third Party Service Providers per day shall be subject to any requirements of the third-party developed Smart Contracts; and (iii) blockchain operations are irrevocable meaning when you conduct any transactions via any Third Party Service Provider, you shall be solely responsible for the consequences of any issues associated with such transactions, including, without limitation, your transfer to an incorrect address or problems associated with the node servers selected by you.

10.3. In order for all proposed Digital Asset transactions to be completed, they must be confirmed and recorded in the Digital Asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using the Dapp, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive Digital Assets; and (iv) any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any Digital Asset.

10.4. You acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your private key. You understand and acknowledge that private keys may be compromised if customers choose to store their private keys in non-secure systems, such as third-party email services, which may be susceptible to security breaches and security incidents, despite our efforts to discourage our customers from engaging in these practices. Although such incidents are outside of our control and do not relate to any insecurity or vulnerability on the part of the Mangrove Site, customers may nevertheless blame or become dissatisfied with the Mangrove Site as a result of these negative experiences.

10.5. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Digital Asset transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Digital Asset.

10.6. Use of the Services or the Dapp may carry financial risk. Digital Assets are a novel and relatively experimental technology. Their value, if any, can fluctuate with great volatility, and transactions conducted with Digital Assets are irreversible. While it is Mangrove’s goal of making the management of cryptocurrency accessible to non-experts, it is important to understand that Digital Assets and smart contracts are typically described using extremely technical language that is difficult to understand and requires a deep knowledge of cryptography and computer science. We highly recommend that, before engaging in any transactions on Mangrove, you take the time to gain knowledge and understanding of cryptography and the management of cryptocurrency. Functionality made available on the Website, in the Services or the Dapp may have inherent design flaws that have not been detected in testing or may not perform as expected in conjunction with third-party technology or high-volume use. There are additional risks that exist with respect to the use of interacting with technologies like the Services or the Dapp, such as the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Please be aware that hacks, cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities, defects or flaws in the applicable third-party blockchain network, or other events that are beyond our control may lead to partial or complete theft or loss of Digital Assets.

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT MANGROVE AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE SERVICES OR THE DAPP, HOWEVER CAUSED.

You should carefully consider whether you have sufficient understanding of the technology before accessing or using the Services or the Dapp. Further, the legal and regulatory regime governing blockchain technologies, cryptocurrencies, Digital Assets, etc. is uncertain, and new regulations or policies may materially adversely affect the Services or the Dapp and the potential value or utility of Digital Assets. These technologies and platforms may have unique benefits, limitations, advantages and disadvantages. It is up to you to understand these factors.

10.7. By accessing or using the Services or the Dapp, you hereby represent that you have the requisite knowledge and experience to evaluate the risk of the technology you are using and any transactions you undertake, and you accept the risk that the Services or the Dapp might not function as anticipated and that you might lose access to your Digital Assets temporarily or permanently.

10.8. You acknowledge the importance of the security measures we put in place with regards to purchases, payment methods, and financial accounts, and agree to comply with them. If you become aware of an unauthorized payment transaction or of a delayed or incorrectly executed transaction, you must notify us immediately.

11. General Provisions.

11.1. Electronic Communications. Communications between you and Mangrove use electronic means, whether made via the Site or Services or sent via e-mail, or whether Mangrove posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from Mangrove in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Mangrove provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

11.2. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Mangrove’s prior written consent.

11.3. Force Majeure. Mangrove will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

11.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us here.

11.5. Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Mangrove agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in Nashville, Tennesee.

11.6. Governing Law.

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF TENNESSEE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

11.7. Notice. Where Mangrove requires that you provide an e-mail address, you are responsible for providing Mangrove with your most current e-mail address. In the event that the last e-mail address you provided to Mangrove is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Mangrove’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Mangrove at the following address: 276 Broadmoor Dr, Nashville, TN, 37212, #210. Such notice will be deemed given when received by Mangrove by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

11.8. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.9. Severability. If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

11.10. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Mangrove are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Mangrove products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

11.11. Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions that you have submitted transaction details for via the Services or use of the Dapp, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any Digital Asset-related transactions.

11.12. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arises, otherwise, your claim is permanently barred.

11.13. Consumer Complaints. If you are a California resident, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

11.14. Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.