Terms of Service

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE PLATFORM AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

I. INTRODUCTION

DwellFi, Inc. (“DwellFi”, “we”, “us” or “our”) is a leading provider of AI and blockchain tools that solve the data friction and productivity challenges for Private Equity, Venture Capital Funds, Digital Asset Funds, Hedge Funds, Fund Administrators, and Limited Partners.

By accessing the DwellFi Platform (”Platform”), using our blockchain and AI agent services (”Services”), and information made available by us via the Platform, you acknowledge that you have read, understand, and agree to be bound by these Terms of Service (”Terms”), and to comply with all applicable laws and regulations, as amended from time to time, and that you comply with the requirements listed herein. The Privacy Policy and other additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User. If you do not agree to all of these Terms or comply with the requirement herein, please do not access or use the Platform and the Services.

We reserve the right, at our sole discretion, to change or modify portions of or the entire wording of these Terms at any time, including for security, legal or regulatory reasons, as well as to reflect updates or changes to the Services or functionality of the Platform. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. You are strongly advised to check these Terms periodically to ensure that you are cognizant of the current version and comply with them. Any such changes will become effective once they are posted on our website / Platform.

You should seek professional advice regarding any possible legal requirements you must comply within relation to the use of the Platform, the Service or the relevant tools provided by DwellFi.

By creating your account on the Platform, you are entering into a legally binding contract with DwellFi.

1. CUSTOMER RESPONSIBILITY

   1. You represent, covenant, and warrant that you will use the Services only in compliance with the DwellFi’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.
   2. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services if we believe you may be (or alleged to be) in violation of the foregoing.

2. CONFIDENTIALITY; PROPRIETARY RIGHTS

   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of DwellFi includes non-public information regarding features, functionality, and performance of the Service. Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
   2. You own all rights, titles, and interests in and to the Customer Data. We own and retain all rights, titles, and interests in and to (i) the Services and Platform, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Services or support, and (iii) all intellectual property rights related to any of the foregoing.
   3. Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3. PAYMENT OF FEES

   1. You will pay DwellFi the then applicable fees described in our specific Order Form or Statement of Work for the Services in accordance with the terms therein.
   2. We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge up to the maximum permitted limit by law plus all expenses of collection and may result in immediate termination of Service.

4. TERM AND TERMINATION

   1. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service.
   2. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate.
   3. You may terminate your account and these Terms by giving a thirty (30) days’ notice.
   4. You will pay in full for the Services up to and including the last day on which the Services are provided.
   5. Upon any termination, we will make all the Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter the we may, but are not obligated to, delete the stored Customer Data.
   6. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. KNOW YOUR CUSTOMER & ANTI-MONEY LAUNDERING REQUIREMENTS

   1. Prior to your use of the Services and on an ongoing basis, you represent, warrant, and agree that you are not located in or are not a resident of any jurisdiction in which it is prohibited to use the Services, and therefore, are not permitted to make use of the Services.
   2. We expressly prohibit and reject the use of the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various applicable laws, regulations and norms. To that end, the Services are not offered to individuals or entities on any Politically Exposed Persons (PEPs) lists, or subject to any United States, European Union or other global sanctions or watch lists. By using the Service, you represent that they are not on any such lists.
   3. YOU ACKNOWLEDGE AND DECLARE THAT YOUR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; YOU AGREE THAT DWELLFI MAY REQUIRE YOU TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF YOUR FUNDS.

6. WARRANTY AND DISCLAIMER

   1. We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
   2. **HOWEVER, DWELLFI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES DWELLFI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND DWELLFI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INDEMNITY

   1. We will indemnify, defend and hold us harmless against (i) any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services; and (ii) any third-party claim, action, suit or proceeding arising out of or resulting from our use of any the Customer Data, as it was provided to us, in accordance with these Terms; and (iii) any fines or penalties that may arise as a result of the Customer’s breach of restrictions in your Order Form.

8. LIMITATION OF LIABILITY

NOT WITH STANDING ANYTHING TO THE CONTRARY, DWELLFI AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (IV) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. NO FINANCIAL OR LEGAL ADVICE

2. DwellFi is merely a technology platform and it is not a broker, intermediary, agent, or legal advisor and has no fiduciary relationship or obligation to you in connection with any decisions or activities effected by you using or participating on the Platform. No communication or information provided to you by us is intended as or will be considered or construed as, the solicitation of an offer to buy, investment advice, financial advice, legal advice, or any other sort of advice. All Services and transactions will be executed automatically based on the parameters of your consideration. You will be solely responsible for determining whether any services are suitable and match your interests according to your judgement, objectives, circumstances and risk tolerance. You will be solely responsible for any losses or liabilities therefrom.

3. Before executing any transaction, you should consult with their independent financial, legal, or tax professionals. DwellFi will not be liable for the decisions you may make while availing the Services.

4. DWELLFI IS NOT AN ATTORNEY, A LAW FIRM, OR A SUBSTITUTE FOR AN ATTORNEY OR A LAW FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW OR OFFER LEGAL ADVICE. IN OFFERING ITS SERVICES, DWELLFI DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. DWELLFI CANNOT AND DOES NOT THEREFORE PROVIDE ANY KIND OF LEGAL ADVICE, EXPLANATION, OPINION, OR RECOMMENDATION ABOUT POSSIBLE LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, SELECTION OF FORMS OR STRATEGIES.

5. DWELLFI DOES NOT RECOMMEND ANY CUSTOMER FOR INVESTMENT, ENDORSE THEIR FITNESS FOR INVESTMENT OR VERIFY OR CLAIM THE ACCURACY OF INFORMATION PROVIDED BY THE CUSTOMER ON THE PLATFORM OR IN OUR EMAILS. IN PARTICULAR, WE DO NOT ACT AS AN INVESTMENT ADVISER TO ANY INVESTOR(S) AND NO PART OF THE SERVICES IS INTENDED TO CONSTITUTE INVESTMENT ADVICE.

6. LEGAL DISPUTES

Any claim, dispute or matter arising under or in connection with these Terms shall be governed and construed in all respects by the laws of California. You agree that any action at law or in equity arising out of or relating to these Terms not subject to mediation, will be filed only in San Francisco, California and you hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

1. MISCELLANEOUS
   1. Severability. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
   2. Entire Agreement. These Terms, the ‣ and any other agreements expressly incorporated by reference, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
   3. Relationship between Parties. No agency, partnership, joint venture, or employment is created as a result of these Term and you do not have any authority of any kind to bind DwellFi in any respect whatsoever.
   4. Costs and Expenses. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
   5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Last updated on: June 27, 2025