Terms Of Use

Please read these terms of use (the ‘Terms’) carefully as they form a binding legal agreement between you and Dexari Inc., a Delaware corporation, doing business as ‘Markets’ (‘Markets,’ ‘we,’ ‘us,’ or ‘our’). These Terms govern your access to and use of the Markets application, website(s), and related services (collectively, the ‘Services’). Markets is an Markets-owned self-custodial wallet application. This site and any other sites operated by Markets (collectively, the ‘Site’) and the information on it are controlled by Markets. These Terms also apply to all visitors to the Site and those who use the Digital Asset Wallet software that is downloadable from the Site (the ‘Wallet’ or ‘Software’), as well as other services and resources controlled by Markets 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 1.5 below, these Terms do not govern any interactions you may have with our third-party API providers, 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 Markets, 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. Markets 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 WALLET SOFTWARE AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS 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.

​

1. Use of the Services

The Software, the Site, the Services, and the information and content available therein (“Markets Content”) are protected worldwide by copyright laws. Subject to the Terms, Markets grants you a limited license to reproduce portions of Markets Content solely as required to use the Services for your personal or internal business purposes. Unless otherwise specified by Markets in a separate license, your right to use any Markets Content is subject to these Terms. Markets 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 account or custodial account of any kind with Markets. 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 Wallet does not collect or hold your keys or information, and the Wallet cannot access accounts; recover keys, passwords, private credentials, or authentication secrets; reset passwords; or reverse transactions. We can only facilitate the recovery of your account through the use of your optional third key shard (see Section 10.1 for more details). You are solely responsible for your use of the Wallet, 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 Wallet. You expressly relieve and release Markets from any and all liability and/or loss arising from your use of the Wallet and the Services. The Wallet is 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 is a non-custodial wallet software, you are solely responsible for your activity and any risk of loss at all times.

​

1.1. Software Wallet

Use of the Software is governed by these Terms. If you access the Wallet during an alpha or beta testing period, you acknowledge and agree that the Software may contain bugs, defects and errors and that the Software is not expected to function fully upon installation. Markets delivers the Wallet via download and Markets will not provide you with any tangible copy of the Wallet. Subject to your compliance with the Terms, Markets grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Wallet on devices you own or control solely for your personal or internal business purposes. Because the Wallet is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep your device’s antivirus software current and otherwise protect the device on which the Wallet is installed against malware. Markets is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Wallet – resulting from your failure to keep the device on which the Wallet is installed safe and free of any malware. Markets cannot recover passwords or unlock account information stored on the Wallet in any circumstances, including if the Wallet is compromised by malware on your device, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Wallet and the information stored on it.

​

1.2. Open-Source Content

The open-source components of our Software are offered under and subject to the following licenses:

• MIT License Copyright © 2025
• GNU GENERAL PUBLIC LICENSE Version 3, Copyright © 2007
• Torus Labs Limited License Copyright © 2023
• Apache License, Version 2.0 Copyright © 2004​

​

1.3. Updates

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

​

1.4. 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 Markets Content, or any portion thereof, including on a service bureau or equivalent basis; (b) frame or enclose any trademark, logo, or other Markets Content (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Markets’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 Wallet (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 Wallet in order to build a similar or competitive Site, Services, or Wallet; (g) copy, reproduce, distribute, republish, download, display, post or transmit any Markets Content except as expressly permitted herein; (h) incorporate the Wallet 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 Markets Content. Markets, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Markets herein.

​

1.5. Third Party API Providers

• The Services may incorporate, or may provide access to, applications or materials that are hosted by or allow users to transfer custody to another party, including, but not limited to:
  • Crypto assets, such as Ethereum;
  • Decentralized exchanges;
  • Information providers (for price data, market data, and other relevant information);
  • Other third-party services (collectively, “Third Party Services” ); and
  • Third party custodial services. Markets does not control and is not responsible for any loss of funds resulting from the use of any third-party custody integration.
• You understand and agree that all digital asset transactions and information provided through the Services are executed by Third Party Service providers, and that Markets does not itself directly exchange virtual currencies or provide data on prices.
• You also understand and agree that access to Third Party API Providers may be geo-blocked for residents of certain countries. 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 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 information 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 information 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 Markets, nor any of our third-party API 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 API Providers are available to you, subject to the terms and conditions of each third party provider. To the extent Third Party API 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 API provider’s software, site, or services. When you leave the Markets Site and access the third-party’s software, their terms of service govern the transaction.

​

1.6. 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.

​

1.7. 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 any time and for any reason without notice in the event you breach these Terms.

​

1.8. 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.

​

1.9. Privacy Policy

For an explanation on how we collect, use and disclose information from our users please see our 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.

​

1.10. Fees

The Wallet may charge certain fees, including without limitation, a percentage of the size of each trade or other transaction activity, or other fees as disclosed in the Services, in addition to the fee charged by underlying blockchain protocols. The Wallet 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

Markets and its suppliers and licensors own all right, title and interest in and to the Markets Content contained within the Wallet, 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 Markets 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 Wallet, Site, or Services, you grant us, and any Third Party API 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 Markets, 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 Markets through any means (“Feedback”), and you grant Markets 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 Wallet, 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 may not use the Wallet, 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, Wallet, 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 Markets; (f) interferes with the proper functioning of the Wallet, Site, or Services; (g) engages in any potentially harmful acts directed against the Wallet, Site, or Services, including violating any security features, introducing viruses, worms, or similar harmful code into the Wallet, Site, or Services; or (h) attempts to do any of the foregoing.

​

4. Programs

​

4.1 Overview

Markets may offer programs from time to time that give users the opportunity to earn points, rewards, commissions, or other promotional benefits (“Programs”). These Programs are designed to recognize engagement and activity across the Markets app and community. Participation is optional and subject to Markets’s sole discretion.

​

4.2 Markets Rewards Programs

Users may earn Markets XP, Gems, and Credits based on activity on the platform or through specific missions. These rewards are promotional in nature, have no monetary value, do not constitute property, and may be revoked at any time. Markets may change level thresholds, earning rates, reward values, eligibility criteria, and redemption rules for Markets XP, Gems, and Credits at any time, in its sole discretion, with or without notice (except where notice is required by applicable law). They cannot be redeemed for cash, transferred, or sold. They may only be used in the ways explicitly described by Markets in the Markets app / Markets Help Center.

​

4.3 Referral Program

​

4.3.1 Overview

Markets may offer an Markets Referral Program that allows users to invite others to the platform and earn rewards for doing so. The Markets Referral Program is generally available to all users, subject to these Terms and any applicable rules published by Markets.

​

4.3.2 Eligibility and Structure

Eligibility, reward structures, limits, and applicable referral mechanics will be defined by Markets and may change from time to time. Participation may be restricted based on jurisdiction, activity levels, or other criteria. Full details are available in the Markets Help Center.

​

4.3.3 Abuse and Enforcement

Markets may monitor referral activity and reserves the right to withhold or cancel rewards if it determines that a user has engaged in fraud, self-referrals, or other prohibited conduct.

​

4.4 Affiliate Program

​

4.4.1 Overview

Markets offers an invite-only Markets Affiliate Program for select users who refer new users to the platform. Approved affiliates may be eligible to earn commissions on trading fees generated by their referrals.

​

4.4.2 Eligibility and Application

To participate, users must apply through the official affiliate application process and be approved by Markets. Approval is at Markets’s sole discretion and may be revoked at any time.

​

4.4.3 Commission, Incentives, and Rewards

Affiliates may earn direct and indirect commissions based on tiered structures. The availability, structure, and limits of commissions, referral discounts, and other incentives are determined solely by Markets and may change without notice. For current terms, please refer to the Markets Help Center.

​

4.4.4 Requirements

Referral commissions are typically lifetime unless otherwise stated. Ongoing participation may require that a portion of monthly referred volume comes from first-time traded users. Inactivity or failure to meet such requirements may result in removal from the program.

​

4.4.5 Enforcement and Termination

Markets may review, suspend, or terminate any affiliate account suspected of fraud, abuse, or violations of these or other applicable terms.

​

4.5 Evolving Structure

The terms, eligibility criteria, benefits, and structures of any Program may be changed, suspended, or terminated by Markets at any time including levels, level thresholds, reward calculations, reward values, and any associated benefits. Markets may introduce time-limited events or promotional opportunities. All balances, records, and calculations maintained by Markets will be considered final.

​

4.6 Compliance and Fair Use

Programs may not be available in all jurisdictions and are subject to applicable laws. Markets may withhold, adjust, or revoke Program participation, rewards, or commissions if it determines that a user has violated these Terms or engaged in fraud, abuse, or other prohibited conduct.

​

5. Investigations

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

​

6. Indemnification

You agree to indemnify and hold Markets, 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 Wallet, Site, or Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users of the Wallet, Site, or Services; or (d) your violation of any applicable laws, rules or regulations. Markets 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 Markets in asserting any available defenses. This provision does not require you to indemnify any Markets Party for any fraud, gross negligence, or willful misconduct of such Markets Party in connection with the Services.

​

7. Disclaimer of Warranties

​

7.1. As Is

THE WALLET, SITE, SERVICES, AND ANY INFORMATION DISPLAYED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO REPRESENTATION OR WARRANTY THAT IT IS FREE OF ALL FAULTS, AND Markets 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 WALLET RESTS ENTIRELY WITH YOU.

​

7.2. Beta Releases

From time to time Markets 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 Markets’s sole discretion.​

​

7.3. Third Party Conduct

Markets is not liable, and you agree not to seek to hold Markets liable, for the conduct of third-parties on or accessed via the Wallet, Site or Services, including the use of third-party API providers’ software and or services. The risk of injury from use of such third-party software and services rests entirely with you.

​

8. Limitation of Liability

​

8.1. Disclaimer

IN NO EVENT WILL MARKETS 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, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT Markets 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 WALLET 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 Wallet; (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 Wallet application; (d) bugs or other errors in the Wallet 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 Wallet. 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.

​

8.2. Cap on Liability

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

​

8.3. Exceptions

The limitations in Sections 8.1 and 8.2 will not apply to damages caused by the fraud, gross negligence, or willful misconduct of Markets, or to the extent such limitations are precluded by applicable law (in which case Markets’s liability will be increased to the minimum amount required to comply with such law).

​

9. Term and Termination

​

9.1. 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 Wallet, Site, or Services, unless terminated earlier in accordance with this Section 9.

​

9.2. Termination by Markets

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

​

9.3. Termination by You

Except as set forth in Section 9.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Wallet and no longer visit the Site.

​

9.4. Effect of Termination

Upon termination of any Service, your right to use that Service will automatically terminate immediately. Markets 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, 9, 10, and 11.

​

10. Dispute Resolution

Please read this Section 10 (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Markets and limits the manner in which you can seek relief.

​

10.1. Applicability of Arbitration

You agree that any dispute or claim relating in any way to your access or use of the Site, Services, or Wallet, or to any aspect of your relationship with Markets, 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 Markets 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 MARKETS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST Markets ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST Markets 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.

​

10.2. 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 Dexari Inc., 35 W 31st St, Frnt 1, Unit #10181, New York, NY 10001. 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 New Castle County, Delaware. 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.

​

10.3. 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 Markets. 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.

​

10.4. Waiver of Jury Trial

YOU AND MARKETS 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 Markets are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 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.

​

​

​

10.5. 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 CONSOLIDATED 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 10.5.

​

10.6. 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 following address: 35 W 31st St, Frnt 1, Unit #10181, New York, NY 10001, 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.

​

10.7. 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.

​

10.8. Survival of Agreement

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

​

10.9. Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if Markets 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 Markets.

​

11. Acknowledgement of Risk

​

11.1. Self-custodial Wallet

Your Markets wallet is a self-custodial wallet that is linked to your email, biometrics, social logins and/or passkeys. You are solely responsible for the retention and security of your Log-in credentials, and any private keys associated with your wallet. You must keep your wallet access information secure. We highly recommend that you backup your log-in information and private key. 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 access information for 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 and private key information secure.

​

11.2. Third-Party API Service Providers

You acknowledge and agree that: (i) Markets is not responsible for your access or use of any services provided by third-party API 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 API 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 API service providers, you shall be solely responsible for the consequences of any issues associated with such transactions, including, without limitation, your transfer to an incorrect address, a blockchain not supported by Markets, or problems associated with the node servers selected by you.

​

11.3. Blockchain Transactions

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 Wallet, 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.

​

11.4. Security of Private Keys

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 your private key may be compromised if customers choose to store their private key in non-secure systems, which may be susceptible to security breaches and security incidents, despite our efforts to discourage our customers from engaging in these practices.

​

11.5. Transaction Errors

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.

​

11.6. Financial Risk

Use of the Services or the Wallet 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. 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. Functionality made available on the Website, in the Services or the Wallet 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 Wallet, 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 Markets 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 WALLET, HOWEVER CAUSED. You should carefully consider whether you have sufficient understanding of the technology before accessing or using the Services or the Wallet. 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 Wallet 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.

​

11.7. User Knowledge and Risk

By accessing or using the Services or the Wallet, 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 Wallet might not function as anticipated and that you might lose access to your Digital Assets temporarily or permanently.

​

11.8. Security Measures

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.

​

12. General Provisions

​

12.1. Electronic Communications

Communications between you and Markets use electronic means, whether made via the Site or Services or sent via e-mail, or whether Markets posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from Markets in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Markets 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.

​

12.2. Assignment

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

​

12.3. Force Majeure

Markets 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.

​

12.4. Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us at using the contact information on our Privacy Policy.

​

12.5. Exclusive Venue

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Markets 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 New Castle County, Delaware.

​

12.6. Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, 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.

​

12.7. Notice

Where Markets requires that you provide an e-mail address, you are responsible for providing Markets with your most current e-mail address. In the event that the last e-mail address you provided to Markets is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Markets’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Markets at the following address: 35 W 31st St, Frnt 1, Unit #10181, New York, NY 10001. Such notice will be deemed given when received by Markets by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

​

12.8. 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.

​

12.9. 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.

​

12.10. 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 Markets 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 Markets products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

​

12.11. 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 Wallet, 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.

​

12.12. 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.

​

12.13. 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.

​

12.14. 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.

​

13. Promotions, Contests, and Giveaways

From time to time, Markets may offer promotional programs, giveaways, sweepstakes, contests, or other incentive-based offers (collectively, “Promotions”). Promotions may be subject to additional terms and conditions, eligibility requirements, rewards criteria, prize descriptions, expiration dates, and other rules (collectively, “Promotion Terms”). Promotion Terms will be presented to you at the time you enter or qualify for a Promotion and are incorporated into these Terms by reference. Markets may modify, suspend, or terminate any Promotion at any time, in its sole discretion, subject to applicable law. In the event of any conflict between these Terms and the applicable Promotion Terms, the Promotion Terms will control with respect to that Promotion.