Ground Terms of Use

Please review these Terms of Use (“Terms”) carefully, as they set forth the legally binding terms and conditions that govern your use of our website located https://groundtech.co (“Website”), including related trademarks, software code, and other intellectual property, and our platform (together, the “Platform”) and any services provided on the Platform (the “Services”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Platform and the Services.

The Platform is a copyrighted work belonging to Ground Inc., a Delaware corporation (“Ground,” “Company,” “us,” “our,” and “we”). Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Platform is governed by the terms of our privacy policy as updated from time to time, available at https://groundtech.co/privacy (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM OR THE SERVICES. BY ACCESSING OR USING THE PLATFORM OR THE SERVICE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 15. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

IF YOU ARE AN END-USER OF THE PLATFORM, THE COMPANY OF WHICH YOU ARE A DIRECT CUSTOMER MAY INTERACT WITH THE PLATFORM ENTIRELY ON YOUR BEHALF AND YOU MAY NOT HAVE DIRECT ACCESS TO SOME OR ANY OF THE FEATURES OF THE PLATFORM DESCRIBED BELOW.

FOR THE AVOIDANCE OF DOUBT, “YOU” INCLUDE ANY AI AGENT(S) (AS DEFINED IN THIS PARAGRAPH) ACCESSING OR USING THE PLATFORM ON YOUR BEHALF OR AT YOUR DIRECT OR INDIRECT INSTRUCTION. THIS INCLUDES ANY AI AGENT USED TO DESIGN, BUILD, CONFIGURE, OR DEPLOY YOUR INTEGRATION WITH THE PLATFORM. AS USED THROUGHOUT THESE TERMS, “AI AGENT” MEANS SOFTWARE THAT USES LARGE LANGUAGE MODELS TO PURSUE HIGH-LEVEL USER-INITIATED OBJECTIVES BY PLANNING AND EXECUTING MULTI-STEP SEQUENCES OF ACTIONS, WITHOUT HUMAN INTERVENTION AT EACH STEP. ANY SUCH AI AGENT IS DEEMED AUTHORIZED BY YOU TO ACCEPT THESE TERMS ON YOUR BEHALF AND YOU REMAIN SOLELY RESPONSIBLE FOR ALL ACTIVITY CONDUCTED THROUGH ANY SUCH AI AGENT, WHETHER OR NOT YOU REVIEWED OR APPROVED EACH INDIVIDUAL ACTION.

Please carefully review the disclosures and disclaimers set forth in Section 13 in their entirety before using any software initially developed by Ground. The information in Section 13 provides important details about the legal obligations associated with your use of the Platform.

1. Description of the Platform

   1. The Platform is a non-custodial infrastructure that provides an API platform used to access on-chain yield sources for financial platforms and applications. The Platform provides you with access to a service that enables the creation and management of portfolio wallets for the purpose of allocating USDC to selected yield-generating sources including real world assets (RWAs). USDC and receipt tokens are held in non-custodial portfolio wallets using Turnkey multi-party computation infrastructure.

   2. Smart contract services are used to facilitate the allocation of stablecoins in your selected yield sources and enforce whitelisted destination constraints. You may select more than one yield source and in doing so direct the Platform to programmatically rebalance portfolio wallets routinely. The Platform may automatically adjust, restrict, or override existing rebalancing instructions where Ground’s risk engine determines that applicable risk thresholds pre-defined by you have been met or exceeded. The Platform further provides access, through API and user interface, to real-time information regarding portfolio wallet balances, yield, and transaction activity, along with webhooks and activity logs.

   3. While Ground is the creator of the Platform, neither Ground nor the Platform takes custody of digital assets. Ground does not and cannot take custody of digital assets which you trade or send utilizing the tools available on the Platform.

   4. To use certain features of the Platform, you must connect an Ethereum network address to the Platform utilizing browser-based wallet software (the “Wallet”). You represent and warrant you are the exclusive owner and controller of the network address generated by the Wallet. You are responsible for maintaining the confidentiality of any financial information related to your network address and Wallet.

   5. If you access an RWA through Ground's vault or protocol deployment features, you (or the company of which you are a direct customer) are entering into loan arrangements with a third-party borrower who issues a receipt token to track exposure to the RWA. Ground has no control over, responsibility for, or liability relating to any third-party borrower, their creditworthiness, or ability to repay. Lending to third-party borrowers involves significant risk, including total loss of principal. Loan terms are set out in separate terms available on the Platform. Ground is not a party to those arrangements and makes no representations regarding them.

   6. You may sign up for access to the Platform by visiting https://portal.groundtech.co/signup, which will provide you with access to a sandbox environment. Access to the production Platform requires the submission of Know Your Customer and Know Your Business (KYC/KYB) information, the execution of a Master Services Agreement (MSA), and the completion of screening procedures by contacting clients@groundtech.co, all subject to Ground’s sole discretion and approval. Ground will use commercially reasonable efforts to complete its review within thirty (30) business days of receiving complete information, but makes no guarantee regarding approval or timing. Ground will provide a copy of the KYC/KYB collection list upon request, and such information is confidential and will not be publicly exposed.

   7. You may leave the Platform by withdrawing your funds at any time, for any reason. On-chain activity records cannot be deleted. The Platform has the right to retain relevant information for a specific amount of time as required to satisfy current or future compliance needs.

2. Use of the Platform

   1. As a condition to accessing or using the Platform, you represent and warrant to Ground the following:

      1. if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;

      2. if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;

      3. you are the exclusive beneficial and/or legal owner of any digital asset used or to be used for the purchase or sale of any digital asset on the Platform;

      4. you are not a resident, national, or agent of any jurisdiction subject to comprehensive sanctions by the United States, including but not limited to Cuba, Iran, North Korea, Russia, Venezuela and the regions of Crimea, Donetsk, and Luhansk in Ukraine, or any other jurisdiction to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”), as such list may be updated from time to time;

      5. you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); and you will not use our Platform to conduct any illegal or illicit activity;

      6. you do not intend to transact with any Restricted Person or Sanctions Lists Person;

      7. you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Platform; and

      8. your access to the Platform is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Ground, you, the Platform, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.

   2. As a condition to accessing or using the Platform, you acknowledge, understand, and agree to the following:

      1. from time to time, any part of the Platform may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Ground or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Ground’s control or that Ground could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;

      2. we reserve the right to disable or modify access to any part of the Platform at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Platform being inaccessible to you at any time or for any reason, including any direct, indirect, incidental, special, consequential, or punitive damages, loss of profits, loss of data, or business interruption, regardless of the theory of liability and whether or not Ground has been advised of the possibility of such damages;

      3. the Platform may evolve, which means Ground may apply changes, replace, or discontinue (temporarily or permanently) any part of the Platform at any time in its sole discretion;

      4. the pricing information provided on the Platform does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with Ground;

      5. Ground’s automated risk engine may, from time to time, implement adjustments to portfolio wallet allocations based on your pre-defined risk parameters; any such adjustments are made on an automated, non-discretionary basis, and do not constitute the exercise of investment discretion or advisory services on behalf of any user; you acknowledge and agree that such adjustments are a feature of the Platform and that Ground shall have no liability for any losses arising from such automated risk management actions;

      6. Ground does not act as an agent for you or any other users of the Platform;

      7. you are solely responsible for your use of the Platform, including all of your transfers of digital assets;

      8. to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby knowingly and voluntarily irrevocably disclaim, waive, and eliminate those duties and liabilities, acknowledging that you have received independent legal advice or have knowingly waived the right to seek such advice regarding this waiver;

      9. you are solely responsible for reporting and paying any taxes applicable to your use of the Platform; and

      10. we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in digital assets using the Platform, then you bear the entire risk.

   3. In addition to, and without limiting the foregoing, where you have an AI Agent integrating Ground’s portfolio wallets API to your product, whether in accordance with Ground’s Agentic Installation or not, you acknowledge and agree that:

      11. you are solely responsible for reviewing, testing, and validating all code, configurations, integrations and other output generated by such AI Agent before relying on it or deploying it, and we recommend that you should not point at production until you have validated the integration end-to-end in sandbox, and you should review carefully all actions proposed by your AI Agent;

      12. your AI Agent may override your ability to review any actions proposed by your AI Agent to the extent that you prompt or instruct your AI Agent to do so, and your AI Agent may misinterpret your prompts, generate erroneous, fabricated, or unintended outputs, experience disconnection or other malfunction, and otherwise behave in ways you did not intend or anticipate;

      13. you may revoke any such agentic integration at any time, provided, however that you shall remain bound by, and Ground shall have no obligation to cancel or reverse any instruction submitted by you and received by Ground prior to the effective processing of such revocation;

      14. the prompts in Ground’s Agentic Installation are provided for informational purposes only on “as is” and “as available” basis, without representation or warranty of any kind; Ground does not endorse or guarantee, and is not responsible for the accuracy or completeness of the prompts;

      15. Ground does not control, and accepts no liability for, your AI Agent’s handling of your codebase, systems, secrets, API tokens, or other credentials, and you are solely responsible for securing the same and for your AI Agent’s access;

      16. Ground shall have no liability for any losses arising out of or relating to any such error, malfunction, or unintended behavior of your AI Agent, incurred as a result of your use of or reliance on the Agentic Installation;

      17. Ground may modify or discontinue the Agentic Installation feature at its discretion;

      18. you represent that, if you are an associated person of a FINRA member, a person associated with a registered investment adviser, or are otherwise subject to employer, regulatory, or institutional policies governing your personal trading or your use of automated tools, your use of any AI agent complies, and will continue to comply, with all such policies, including any pre-clearance, reporting, supervisory, outside-account, or compliance-system requirements applicable to you; Ground has no obligation to identify, monitor, or enforce any such policies, and shall have no liability for any violation arising out of your use of an AI Agent; and

      19. you are solely responsible for ensuring that all activity conducted through an AI agent complies with Applicable Law.

3. Fees and Price Estimates

   1. In connection with your use of the Platform, you are required to pay all fees necessary for interacting with blockchain networks, including “gas” fees when you send stable coins to the Platform, as well as all other fees reflected on the Platform. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of Ground. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Platform and interact with blockchain networks. You acknowledge and understand that gas fees are highly volatile and may fluctuate significantly between the time you initiate a transaction and when it is executed on the blockchain. You acknowledge that under no circumstances will a transaction be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the gas fee for the given transaction was unknown, too high, or otherwise unacceptable to a user. You also acknowledge and agree that the gas fee is non-refundable under all circumstances.

   2. The Platform operates on tiered network fees that are calculated daily based on the average aggregate balances of your portfolio wallets throughout the applicable day, measured as of 5:00 PM Eastern Time on each such day. Such fees are invoiced to you at the end of each calendar month.

   3. Applicable fee tiers will be provided to you and are non-public and subject to negotiation.

4. No Professional Advice or Fiduciary Duties

Ground provides technology, software, and infrastructure services only. Ground does not act as a financial advisor, investment advisor, broker, dealer, agent, fiduciary, or intermediary, and does not provide personalized investment advice or recommendations. All information, content, and functionality made available through the Platform is general in nature, for informational purposes only, and is not directed or tailored to any particular user or their investment objectives, financial situation, or risk tolerance.

Nothing on the Platform or Website constitutes, or should be construed as, advice regarding the advisability of investing in, purchasing, or selling any digital asset or other instrument. Any decisions to access, acquire, hold, or dispose of digital assets or other instruments are made solely and exclusively by you. You are solely responsible for evaluating the risks and merits of any investment or transaction.

The Terms are not intended to, and do not, create or impose any fiduciary duties on Ground. Ground does not provide investment advice, financial planning, tax advice, legal advice, or any other professional advisory services. No communication or information provided by Ground or through the Platform should be construed as creating an advisory relationship of any kind. Ground acts solely as a technology provider facilitating access to third-party vault structures and does not issue, guarantee, or assume liability for any tokens, digital assets, or investment products offered through the Platform. You further agree that the only duties and obligations that Ground owes you are those set out expressly in these Terms.

The information provided through the Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. Please visit https://groundtech.co/terms, https://groundtech.co/lendingterms.html, and https://groundtech.co/faq.html for more details.

5. Prohibited Activity

   1. You may not use the Platform to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. By using the Platform, you confirm that you will not use the Platform to do any of the following:

      1. violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;

      2. engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Ground’s intellectual property, name, or logo, including use of Ground’s trade or service marks, without express consent from Ground or in a manner that otherwise harms Ground; any action that implies an untrue endorsement by or affiliation with Ground;

      3. use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform, or that could damage, disable, overburden, or impair the functioning of the Platform in any manner;

      4. circumvent any content-filtering techniques, security measures or access controls that Ground employs on the Platform, including, without limitation, through the use of a VPN;

      5. subject to Section 5.2 below, use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by us, to access the Platform or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Platform;

      6. provide false, inaccurate, or misleading information while using the Platform or engage in activity that operates to defraud Ground, other users of the Platform, or any other person;

      7. use or access the Platform to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

      8. use the Platform in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

      9. use the Platform from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Platform is prohibited;

      10. harass, abuse, or harm of another person or entity, including Ground’s employees and service providers;

      11. impersonate another user of the Platform or otherwise misrepresent yourself; or

      12. encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

   2. Notwithstanding Section 5.1(e), integration to Ground’s portfolio wallets API into your product by an AI Agent, pursuant to Ground’s Agentic Installation, shall not, by itself, constitute a Prohibited Use or a breach of Section 5.1. Any automated access or integration that is not conducted through a connection mechanism authorized by Ground remains prohibited.

6. Proprietary Rights

   1. Subject to these Terms, Ground grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform for your own personal and noncommercial use.

   2. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Website; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Website or the Website; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Platform without Ground’s express prior written consent; (g) create a database by systematically downloading and storing Website content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Website or reproduce or circumvent the navigational structure or presentation of the Website without Ground’s express prior written consent, (i) use the Platform in a manner that imposes an unreasonable or disproportionate load on Ground's infrastructure, and (j) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms.

   3. Ground reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you. You agree that Ground will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform, or any part thereof.

   4. You acknowledge and agree that Ground will have no obligation to provide you with any support or maintenance in connection with the Platform.

   5. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content are owned by Ground. Neither these Terms (nor your access to the Platform) transfer to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Ground and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

   6. The Platform does not take custody of any of your assets, and as such is “self-custodial” or “non-custodial.” When you deposit digital assets into any smart contract initially developed by Ground, you are not depositing funds with Ground, and you retain control over those digital assets at all times. Ground provides API services that facilitate vault or protocol deployments, but does not issue, control, or manage any tokens. Ground does not issue any tokens or digital assets of any kind. Any tokens or digital assets that may be created, issued, or distributed in connection with vault or protocol deployments or other Platform activities are created, issued, or distributed solely by third-party entities, and Ground has no role in, control over, or responsibility for such token or digital asset creation, issuance, or distribution.

7. Third-Party Links

   1. The Website may provide links to other World Wide Web or accessible sites, applications, or resources. The following third-party service providers may provide products or services to users of the Platform: Turnkey, Alchemy, Circle, and certain other on-chain yield sources. You acknowledge and agree that Ground is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Ground shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

   2. Your access and use of the Platform, including any integration carried out by an AI Agent on your behalf, and any use of the prompts in Ground’s Agentic Installation, may involve third-party technologies, services, and infrastructure, including the third-party providers identified in Section 7.1. as well as third-party providers of AI models and AI Agents. Your use of such third-party technologies may be subject to separate terms, conditions, acceptable-use policies, and privacy policies (collectively, “Third-Party Terms”), including restrictions on AI Agent access, rate limits, and data-usage policies. You are solely responsible for reviewing and complying with all applicable Third-Party Terms. Ground does not control, endorse, or accept responsibility for any Third-Party Terms, or for any data (including your source code, codebase contents, secrets, credentials, wallet metadata, transaction payloads, or Personal Data) transmitted by an AI Agent to any third-party provider of AI models and/or AI Agents.

8. Modification, Suspension, and Termination

   1. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Platform, in whole or in part, for any reason whatsoever.

   2. Upon termination of your access, your right to use the Platform will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Platform or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Platform.

   3. Subject to this Section, these Terms will remain in full force and effect while you use or access the Platform. We may suspend or terminate your rights to use or access the Platform at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Platform will terminate immediately. The following sections of these Terms will survive any termination of your access to the Platform, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 6 through 17.

9. Accuracy of Information

   1. We attempt to ensure that the information that we provide on the Platform is complete, accurate and current. Despite our efforts, the information on the Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Platform.

10. Assumption of Risks

    1. By accessing or using the Platform in any way, you represent and warrant that you understand:

       1. that bridging is an extremely novel technical area and is subject to material risks which may lead to total loss of user assets. All bridges, including those that may be used in connection with the Platform’s connectivity services, involve the use of smart contracts that are subject to many known and unknown risks, including smart contract exploits of the actual smart contract code to produce outcomes different than those the Platform was designed to achieve, and cyberattacks intended to gain unauthorized control of the smart contracts or associated systems.

       2. that you accept all risks associated with the Platform’s use of bridges. All bridges, including those that may be used in connection with the Platforms connectivity services, are subject to many known and unknown risks, including the bridging domain becoming compromised, and you interact with such bridges, at your own risk.

       3. that Ground will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform, however caused. Ground takes no responsibility for and will not be liable for any losses, damages or claims arising from the use of our Platform including, but not limited to, any losses, damages or claims arising from:

       1. passwords being “Bruteforced”,

       2. server failure or data loss,

       3. forgotten passwords,

       4. corrupted wallet files,

       5. incorrectly constructed transactions or mistyped blockchain addresses; or

       6. unauthorized access to mobile applications,

       7. “phishing,” viruses, third-party attacks or any other unauthorized third-party activities.

       4. the inherent risks associated with cryptographic systems and blockchain-based networks; digital assets, including the usage and intricacies of native digital assets, like ETH; smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. Ground does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.

       5. (i) that Ground is not responsible for the operation of the software and networks underlying the Platform, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Platform.

       6. that blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to digital assets on blockchain networks. Neither Ground nor any other person or entity will be able to retrieve or protect your digital assets. If your private key(s) are lost, then you will not be able to transfer your digital assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the digital assets that you may hold.

       7. the Platform and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Ground to continue to make available any portion(s) of the Platform which rely on any Ground proprietary software and, thus, could impede or limit your ability to access or use the Platform.

       8. the regulatory environment for digital assets remains in flux globally, with significant uncertainty regarding the application of existing laws and the development of new frameworks; laws, regulations, or regulatory interpretations relating to digital assets and digital asset activities may change or be applied retroactively in a manner that adversely affects the Platform and your digital assets.

       9. that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to digital assets and the Platform, and could result in the theft or loss of your digital assets. To the extent possible, we intend to update the smart contracts related to the Platform to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements. We may also freeze the platform in the event of a critical security problem, but this does not guarantee or otherwise ensure full security of the Platform.

       10. that blockchain networks, including the Ethereum network, remains under development, which creates technological and security risks when using the Platform in addition to uncertainty relating to digital assets and transactions therein. You acknowledge that the cost of transacting on blockchain networks is variable and may increase at any time causing impact to any activities taking place on the relevant blockchain network, which may result in price fluctuations or increased costs when using the Platform.

       11. that the Platform is subject to flaws and that you are solely responsible for evaluating any code provided by the Platform. This warning and others Ground provides in these Terms is in no way evidence of, and nor does it represent an on-going duty to alert you to all of the potential risks of using or accessing the Platform.

       12. that although we intend to provide accurate and timely information on the Platform, the Platform and other information available when using the Platform may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Platform. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

       13. that any use or interaction with the Platform requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of digital asset on the Platform does not indicate our approval or disapproval of the technology on which the digital asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of digital asset.

       14. that transactions entered into in connection with the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.

       15. that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Platform or any digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Platform for performing digital asset transactions.

       16. That we must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

    2. You hereby acknowledge and agree that Ground will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Ground, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.

11. Personal Data

    1. Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Platform, including, but not limited to, your name and email address collected during the sign-up process. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. Any new product features may require additional collection of your personal data, such as bank account information for on/off ramps. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available here at https://groundtech.co/privacy for further information about how we process your Personal Data, and the rights you have in respect of this.

12. Indemnification

    1. You will defend, indemnify, and hold harmless Ground, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Platform or any Service; (b) digital assets associated with your blockchain address in connection with your use of the Platform; (c) any feedback or user content you provide to Ground, if any, concerning the Platform; (d) your violation of these Terms; (e) your violation of any Applicable Law; (f) any actions, errors, or omissions by any AI Agent acting on your behalf or at your direction in connection with the Platform; or (g) your infringement or misappropriation of the rights of any other person or entity arising from your use of the Platform. If you are obligated to indemnify any Indemnified Party, Ground (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Ground wishes to settle, and if so, on what terms, and you agree to cooperate with Ground in the defense.

13. Disclosures; Disclaimers

    1. You are responsible for complying with all Applicable Laws that govern your use of the Platform.

    2. Digital assets currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. One or more jurisdictions may, in the future, adopt laws, regulations or directives that affect digital asset networks and their users. Such laws, regulations or directives may impact the price of digital assets and their acceptance by users, merchants and service providers.

    3. You understand that Ground is not registered or licensed by any regulatory authority in any jurisdiction, and Ground expressly disclaims any registration or licensing with any regulatory authority. No regulatory authority has reviewed or approved the use of the software powering the Platform. The Platform and the software initially developed by Ground do not constitute advice or a recommendation concerning any commodity, security, or other digital asset or instrument. Ground is not acting as an investment adviser or commodity trading adviser to any person or entity, nor is it registered with the SEC as either a broker-dealer or investment adviser. Ground provides technology services to facilitate access to digital asset positions and third-party vault structures but does not issue, administer, or guarantee any tokens, securities, or investment products offered through such structures. No communication, content, or material made available through the Platform or by the Company is intended to constitute a financial promotion, prospectus, offering document, or marketing communication within the meaning of any applicable securities, financial services, or crypto-asset regulatory framework. You should not treat any information provided through the Platform, or by the Company as an invitation or inducement to engage in investment activity.

    4. Ground provides API infrastructure services and is not responsible for the operation of blockchain networks, such as the Ethereum network, smart contracts or third-party token issuers. Ground makes no guarantee of the functionality, security, or availability of such networks or third-party services.

    5. Ground shall not be responsible in any way for any transactions you enter into with third parties. You agree that Ground will not be liable for any loss or damages of any sort incurred as the result of any interactions between you and such third parties, including but not limited to any token issuers, vault issuers, vault operators, borrowers, lenders, or other entities involved in vault structures or yield-generating protocols.

    6. You acknowledge that your data on the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

    7. The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

    8. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND GROUND (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

    9. GROUND DOES NOT ENDORSE ANY OTHER THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT GROUND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

    10. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

14. Limitation of Liability

    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GROUND BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM THE PLATFORM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, DELAY IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, EVEN IF GROUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR USE OF PLATFORM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

    3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Dispute Resolution & Arbitration

    1. Please read this Arbitration Agreement carefully. It is part of your contract with Ground and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

       1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Ground and any user that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ground, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

       2. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider in effect at the time of the dispute shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Delaware law will govern the arbitration and the seat of the arbitration shall be Delaware, though hearings may be held virtually upon agreement of the Parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

       3. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ground, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall 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 award of the arbitrator is final and binding upon you and Ground.

       4. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT.

       5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

       6. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

       7. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

       8. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Delaware, for such purpose.

16. Governing Law

    1. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Platform, will be governed by and construed and enforced under the laws of Delaware, as applicable, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

17. General Information

1. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website and App. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

2. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Platform. You agree that we may provide our Communications to you by posting them on the Website or by emailing them to you at the email address you provide in connection with using the Platform, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Platform at support@groundtech.co.

3. Any right or remedy of Ground set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Ground in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

4. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

5. We will have no responsibility or liability for any failure or delay in performance of the Platform, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

6. You may not assign or transfer any right to use the Platform, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

7. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

8. These Terms contain the entire agreement between you and Ground, and supersede all prior and contemporaneous understandings between the parties regarding the Platform.

9. Service Level Disclaimer. Ground makes no representations, warranties, or guarantees regarding the availability, uptime, or performance of the Platform. The Platform is provided on an “as-is” and “as-available” basis without any service level commitments. Ground shall have no liability for any interruptions, delays, or unavailability of the Platform, regardless of cause, including but not limited to scheduled or unscheduled maintenance, technical failures, network issues, or force majeure events. Users acknowledge that blockchain networks and third-party infrastructure components may experience downtime or performance issues beyond Ground’s control.

10. Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such party, provided such party uses reasonable efforts to notify the other party of such cause and to cure the delay. In the event of force majeure, the affected party’s performance shall be excused during the period of delay caused by such circumstances.

11. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

12. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

13. A waiver by Ground of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Ground and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

14. Copyright © 2026 Ground Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

15. For any questions, comments, or feedback, you may contact us via email at support@groundtech.co.