Agicash Customer Terms of Use

Last Updated: April 22, 2026

These Customer Terms of Use ("Terms") are entered into between MakePrisms, Inc., a Delaware corporation doing business as Agicash ("Agicash," "we," "us," or "our"), and the individual who accesses or uses the Agicash Services ("Customer" or "you"). These Terms govern your access to and use of the Agicash platform and related services. Your use of the Agicash platform is subject to our Privacy Notice, available at www.agi.cash/mint-privacy.

By registering for, accessing, or using the Agicash platform, purchasing Digital Credit, receiving Ecash, or otherwise using the Agicash Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Agicash Services.

IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 21 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. Definitions

For purposes of these Terms:

"Agicash Services" means the software platform, websites, interfaces, APIs, Mint infrastructure, and related technology provided by Agicash that enable Customers to purchase and redeem Digital Credit.

"Bitcoin" means the decentralized digital currency that operates on the Bitcoin Network.

"Bitcoin Network" means the decentralized blockchain network that records and verifies Bitcoin transactions.

"Bitcoin Payment" means a payment transmitted through the Bitcoin Network or the Lightning Network.

"Cashu Protocol" means the open-source protocol used to generate and verify Ecash using blind signature technology.

"Customer" means an individual who accesses or uses the Agicash Services, including any individual who purchases, holds, transfers, or redeems Digital Credit.

"Digital Credit" means prepaid value sold and issued exclusively by Agicash, denominated in a Supported Currency, that may be redeemed by a Customer solely for goods or services provided by a specific Merchant. Digital Credit is not redeemable for cash or any Supported Currency except where required by applicable law.

"Ecash" means digital bearer tokens generated using the Cashu Protocol, which, for purposes of this Agreement, will always represent units of Merchant-issued Digital Credit.

"Lightning Network" means the payment network built on top of the Bitcoin Network that enables faster Bitcoin transactions.

"Merchant" means a business that has authorized Agicash to issue Digital Credit on the business' behalf and agreed to accept and honor Digital Credit for redemption in exchange for goods or services.

"Mint" means the cryptographic token service operated within the Agicash platform that issues Ecash when Digital Credit is purchased and verifies Ecash upon redemption.

"Promotional Digital Credit" means Digital Credit that is issued by Agicash at no cost to the Customer, funded by Agicash, a Merchant, or a third-party sponsor.

"Supported Currency" means Bitcoin ("BTC"), U.S. Dollars ("USD"), or such other currency as Agicash may support from time to time.

2. Changes to These Terms

We may update these Terms at any time by posting revised Terms on our website or notifying you by email or through our platform. The "Last Updated" date at the top indicates when changes were last made. Changes take effect immediately upon posting unless we specify otherwise. Changes will not apply retroactively to disputes arising before the update.

Your continued use of the Agicash platform after any changes constitutes acceptance. If you do not agree to any modified Terms, you must stop using the platform immediately. You are responsible for reviewing these Terms periodically.

3. The Agicash Platform

(a) What We Provide. Agicash provides a technology platform that enables you to purchase Digital Credit from Agicash using Supported Currency or other payment methods we authorize. Digital Credit is redeemable only for goods or services from the participating Merchant associated with such Digital Credit. It cannot be redeemed for cash, Bitcoin, fiat currency, or other currency, and it cannot be redeemed with any person or business other than the Merchant associated with the Digital Credit. When purchased, Digital Credit is represented as Ecash, digital bearer tokens you control through compatible wallet software. Agicash provides only technical infrastructure and payment facilitation services to support the purchase and redemption of Digital Credit as contemplated under these Terms.

(b) What We Do Not Provide. Agicash is the exclusive seller and issuer of Digital Credit, but does not sell or guarantee Merchant goods or services. Agicash is not a bank, credit union, trust company, money services business, money transmitter, broker-dealer, investment adviser, or other regulated financial institution, and does not provide banking, custodial, or money transmission services. We do not offer deposit accounts or any other financial accounts, and we do not receive deposits, make loans, transmit money, or issue payment instruments. Digital Credit and Ecash are not insured by the FDIC, SIPC, or any other governmental or private insurance program. When you make a payment to purchase Digital Credit, Agicash receives it and issues Digital Credit to you. Agicash does not act as your agent or hold any funds or Ecash on your behalf. See Section 6 (Digital Credit Redemption) for details regarding payment collection and settlement.

4. Registration; Account Security

(a) Your Obligations. You may need to register or provide information to access certain platform features. When registering, you agree to: (a) provide accurate and complete information; (b) keep your information current; (c) maintain the confidentiality of your login credentials and passwords; (d) accept sole responsibility for all activity under your account; and (e) notify us immediately at support@agi.cash if you become aware of unauthorized access to your account.

(b) Our Rights. We reserve the right to suspend or terminate your account, refuse registration, or cancel transactions if we reasonably believe that any information you provided is inaccurate, incomplete, or fraudulent, or that your account has been compromised. We are not liable for any loss arising from your failure to maintain the confidentiality of your credentials or from unauthorized access to your account.

5. Relationship of the Parties

When you purchase Digital Credit, you are purchasing prepaid value from Agicash that may be redeemed solely with the designated Merchant. Agicash is the exclusive and direct seller and issuer of all Digital Credit to you as a Customer. The Merchant is solely responsible for honoring redemption of Digital Credit by providing goods or services when the Digital Credit is presented as payment. See Section 6 (Digital Credit Redemption) for details regarding Agicash's role upon redemption. Agicash does not guarantee Merchant goods or services and is not responsible for their availability, quality, safety, legality, or suitability.

6. Digital Credit Redemption

When you redeem Digital Credit with a Merchant, Agicash acts as a limited payment collection agent for the Merchant pursuant to a written agreement between Agicash and the Merchant. Receipt of Digital Credit by Agicash constitutes receipt of payment by the Merchant for the associated payment value. Your payment obligation to the Merchant is satisfied and extinguished to the extent Agicash has received your Digital Credit, such that you bear no risk of loss if Agicash fails to remit funds to the Merchant. Following receipt of your payment, the Merchant bears all risk associated with fulfilling its obligations to provide goods or services to you. Agicash acts solely as agent for Merchants in connection with payment collection and does not act in any other agency capacity for either the Merchant or you. Agicash does not maintain any payment account, balance, or funds on your behalf.

7. Digital Credit and Ecash

(a) Nature of Digital Credit. Digital Credit is not a bank deposit, electronic money account, investment contract, or financial instrument, and is not redeemable for cash, fiat currency, virtual currency, or any other currency except where required by law. Digital Credit is not a general-purpose payment instrument and may not be used as a substitute for currency outside the Merchant's network. You may not buy, sell, trade, or exchange Digital Credit on any marketplace, exchange, or secondary trading venue. We may impose limits on transaction amounts, balances, or redemption frequency to maintain compliance with applicable law.

(b) How Digital Credit Works. Digital Credits are issued leveraging the Ecash technology supported by the Cashu Protocol. In order to acquire Digital Credit, you must have a digital wallet capable of holding Ecash tokens. When you purchase Digital Credit, Agicash generates Ecash to represent the Digital Credit and delivers it to your wallet. When you redeem Digital Credit, Agicash verifies the Ecash is valid and subsequently settles the relevant amount of redeemed Digital Credit to the Merchant.

(c) Custody and Loss Risks. Ecash functions as a digital bearer instrument, similar to physical cash. Possession of valid Ecash enables the holder to transfer it to another party without our involvement. We do not provide custodial wallet services and do not hold, control, or have access to your Ecash, Digital Credit, or relevant wallet keys. You are solely responsible for safeguarding your wallet, software, devices, and cryptographic keys. Loss of access for any reason, including device failure, forgotten credentials, or disclosure of private keys may result in permanent, unrecoverable loss of Ecash, including Digital Credit. We have no obligation to restore or replace lost, stolen, or inaccessible Digital Credit.

8. Promotional Digital Credit

(a) General. Agicash, Merchants, or third-party sponsors may offer Promotional Digital Credit to Customers through giveaways, rewards, or other promotional programs. Promotional Digital Credit is Digital Credit that is provided at no charge and is not purchased by you. Except as modified by this Section, all provisions of these Terms applicable to Digital Credit apply equally to Promotional Digital Credit. The payment provisions of Section 10(a) do not apply to Promotional Digital Credit.

(b) Rules and Restrictions. Promotional Digital Credit has no cash value, is not purchased stored value, and is not subject to laws governing purchased gift cards or stored value instruments. Promotional Digital Credit may be subject to conditions disclosed at or before issuance, including expiration dates, redemption limits, and limitation to specific Merchants or goods. Promotional Digital Credit not used in accordance with its stated conditions will be automatically forfeited. Agicash may modify, suspend, or cancel any promotional program, or revoke any Promotional Digital Credit, at any time and for any reason.

9. Payment Risks

Digital Credit may be purchased using Bitcoin Payments or other payment methods authorized by Agicash. Bitcoin transactions are irreversible once broadcast and cannot be canceled, charged back, or refunded. We do not control the Bitcoin or Lightning Networks and do not guarantee transaction timing or completion, or any exchange rate. We do not hold, control, or have custody of your Bitcoin. You bear all risk of loss from transaction errors, network conditions, or price changes, and by making a Bitcoin Payment, you acknowledge these risks and agree that we are not liable for any resulting loss.

10. Your Responsibilities

(a) Payment. You agree to pay all amounts due for Digital Credit at the time of purchase using a valid, authorized payment method. You represent that you are authorized to use any payment method you provide and that all payment information is accurate and complete. If a payment is declined, reversed, or charged back, we may cancel the associated Digital Credit and suspend or terminate your access to the platform. You are responsible for any fees, charges, or taxes associated with your purchase of Digital Credit.

(b) Compliance and Security. You are responsible for ensuring your use of the platform complies with all applicable laws, regulations, and these Terms. You are solely responsible for determining whether your use is lawful in your jurisdiction. You are also solely responsible for maintaining the security of your wallet software, devices, credentials, and cryptographic keys. We are not responsible for any loss arising from your failure to secure your wallet or credentials.

(c) Prohibited Activities. You agree not to: (a) use the platform for any fraudulent, unlawful, deceptive, or abusive purpose; (b) use the platform in connection with money laundering, terrorist financing, sanctions violations, or other illegal activity; (c) attempt to redeem, exchange, or convert Ecash or Digital Credit for cash, Bitcoin, or any other currency; (d) use Ecash or Digital Credit as a general-purpose payment instrument or currency substitute; (e) buy, sell, trade, or offer to trade Ecash on any marketplace, exchange, or secondary venue; (f) circumvent transaction limits, verification requirements, or other controls; (g) access the platform through bots, scrapers, or automated means without our written consent; (h) interfere with, disrupt, or attempt unauthorized access to the platform or related systems; (i) reverse engineer, decompile, or attempt to derive source code from our software; or (j) use the platform in any manner that could damage, disable, or impair it. We reserve the right to suspend or terminate your access if we reasonably believe you have engaged in prohibited activity.

11. Disputes with Merchants

(a) Merchant Transactions and Returns. All goods and services purchased using Digital Credit are provided solely by the issuing Merchant. We are not a party to any transaction between you and a Merchant and have no control over the quality, safety, legality, or availability of Merchant goods or services. Any dispute regarding goods, services, refunds, returns, or any other transaction issue must be resolved directly with the Merchant in accordance with the Merchant's policies. You agree to look solely to the Merchant for resolution and release us from any claims arising out of any dispute with a Merchant.

(b) Our Limited Role. We are not responsible for resolving disputes between you and any Merchant and are not obligated to mediate or intervene. We are not liable for any Merchant's conduct, products, services, policies, or failure to honor Digital Credit. We may, in our sole discretion, provide assistance to facilitate communication with a Merchant, but doing so does not create any obligation or liability.

12. Merchant Acceptance and Redemption of Digital Credit

(a) No Guarantee of Acceptance. Digital Credit is sold and issued exclusively by Agicash and represents an obligation of the designated Merchant, not Agicash, to provide goods or services in exchange for such credit. Agicash does not control Merchant operations and does not guarantee that any Merchant will accept or honor Digital Credit. Redemption terms, restrictions, expiration policies, and acceptance are determined solely by the designated Merchant and Agicash's policies. Merchants may refuse Digital Credit, limit available goods or services, or impose conditions at their discretion.

(b) Merchant Failure. If a Merchant refuses to honor Digital Credit, ceases operations, becomes insolvent, files for bankruptcy, or withdraws from the Agicash platform, your recourse is solely against that Merchant. Agicash is not liable for any Merchant's failure to honor Digital Credit or provide goods or services, or for any loss resulting from a Merchant's insolvency or cessation of operations. Agicash does not insure or guarantee outstanding Digital Credit or a Merchant's obligations.

13. Monitoring and Security

(a) Monitoring Rights. We may, but are not obligated to, monitor, review, and record activity on the platform to: (a) protect platform security and integrity; (b) detect and investigate fraud, money laundering, terrorist financing, sanctions violations, or other prohibited conduct; (c) verify compliance with these Terms and applicable law; (d) respond to legal process or law enforcement requests; and (e) enforce our rights and protect the interests of Agicash, Merchants, and users. We may use automated systems, manual review, or third-party providers to conduct monitoring. Monitoring may occur without prior notice.

(b) Suspension and Enforcement. We may, in our sole discretion and without prior notice, freeze or delay transactions, refuse to process purchases or redemptions, or take any other action we deem appropriate for the reasons set forth in Section 20(a) (Termination by Us). We may also suspend, restrict, or terminate your access as described in that section. We may cooperate with law enforcement and regulators in connection with any investigation.

(c) No Liability. We are not liable for any loss arising from monitoring, investigation, suspension, or other enforcement action taken in good faith, even if later determined unnecessary or based on inaccurate information. You waive any claims against us arising from such actions to the fullest extent permitted by law.

14. Service Availability and Platform Changes

(a) Right to Modify. We may, in our sole discretion and without prior notice, modify, update, suspend, or discontinue any aspect of our services, including functionality, features, supported wallet formats, Mint operations, or transaction methods. Changes may be made for any reason, including security, regulatory compliance, or technological improvements. We are not obligated to maintain or continue any particular feature or service.

(b) No Guarantee of Availability. Our services are provided on an "as available" basis. We do not guarantee continuous, uninterrupted, or error-free availability. The platform relies on external technologies outside our control, including the Bitcoin Network, Lightning Network, and Cashu Protocol. The platform may experience downtime, interruptions, delays, or outages due to maintenance, software updates, network failures, security incidents, protocol changes, or other circumstances. We may conduct maintenance at any time without prior notice.

(c) No Liability. We are not liable for any loss arising from: (a) modification, suspension, or discontinuation of services or features; (b) service interruptions, downtime, or outages; (c) changes to functionality or supported technologies; (d) failures of external technologies; or (e) loss of access to Digital Credit or Ecash resulting from platform changes or interruptions. You acknowledge that evolving blockchain technology may require changes to our services, and you accept all associated risks.

15. Intellectual Property

(a) Ownership. Agicash and its licensors own all right, title, and interest in the Agicash platform, including all software, APIs, designs, content, features, and other materials and technology used to operate our services (collectively, "Agicash Materials"), as well as all related intellectual property rights. Agicash Materials are protected by U.S. and international intellectual property laws. "Agicash," the Agicash logo, and other Agicash names and logos are our trademarks and may not be used without prior written permission. Other trademarks appearing on the platform are the property of their respective owners.

(b) License to Use. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the platform solely for personal, non-commercial purposes. This license does not include any right to: (a) copy, reproduce, distribute, modify, or create derivative works of Agicash Materials; (b) sell, rent, sublicense, or transfer Agicash Materials to third parties; (c) reverse engineer, decompile, or attempt to derive source code from our software; (d) remove or alter proprietary notices; (e) frame or mirror the platform; or (f) use automated means to access or collect data without our consent. We may revoke this license at any time.

(c) Feedback. If you provide us with ideas, suggestions, feedback, or other input regarding our platform ("Feedback"), you acknowledge that: (a) Feedback is voluntary and not confidential; (b) we may use, modify, and commercialize Feedback without any obligation to you; and (c) you irrevocably assign to us all rights in any Feedback.

(d) Reservation of Rights. Except for the limited license granted above, we and our licensors reserve all rights in Agicash Materials. Nothing in these Terms grants you any rights in our intellectual property except as expressly stated. Unauthorized use of Agicash Materials will automatically terminate your license.

16. Third Party Services, Dependencies, and Content

(a) Third Party Service Providers. The Agicash Services may provide you with the ability to access certain other products, services, materials, or content provided by third parties (each, a "Third-Party Service Provider," and such services are "Third-Party Services"). Any such Third-Party Services may be subject terms, conditions, and policies (including privacy policies) imposed by the Third-Party Service Provider ("Third-Party Service Terms"). Your use of any such Third-Party Services in connection with the Agicash Services is subject to the Third-Party Service Terms and this Agreement. Third-Party Service Providers may include, but are not limited to, point-of-sale and payment services providers and digital wallet service providers.

Some of the Agicash Services rely on, interoperate with, or require you to obtain or have access to certain Third-Party Services, including, without limitation, the Cashu Protocol, Bitcoin and Lightning Networks, payment service providers, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators. These Third-Party Services are beyond the control of Agicash, but their operation may impact, or be impacted by, the use and reliability of Agicash Services. You acknowledge that (i) the use and availability of the Agicash Services is dependent on Third-Party Service Providers and (ii) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that the Agicash Services operate.

(b) Blockchain and Protocol Dependencies. You acknowledge that the Agicash Services integrate certain functionality from the Bitcoin Network, Lightning Network, and Cashu Protocol, other Third-Party Services and that these networks and their transactions involve inherent risks, including network congestion, transaction delays, routing failures, and price volatility. Some of these are open-source, decentralized systems that may undergo upgrades, forks, or other changes at any time without notice. We cannot guarantee their continued availability, compatibility, or functionality. These systems may also be affected by network congestion, confirmation delays, fees, routing failures, or other disruptions. The Agicash platform depends on external technologies that may undergo upgrades, protocol changes, or network forks. We may determine, in our sole discretion, how to handle protocol upgrades, network forks, or other technology events, and we may suspend, modify, or discontinue any aspect of the Agicash Services if necessary for system integrity, security, or regulatory compliance. Agicash may suspend or modify platform functions during such events and will not be liable for any losses arising from price fluctuations, network delays, failed transactions, protocol changes, network forks, or any other technology risks.

(c) Open-Source Software. Certain items of independent, third-party code may be utilized in connection with the Agicash Services that may be subject to open-source licenses ("Open-Source Software"). The Open-Source Software is licensed to Agicash under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

(d) Third-Party Content. Agicash may provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Agicash Services (collectively, "Third-Party Content"). Agicash provides Third-Party Content as a service to those interested in such content. Customer's dealings or correspondence with third parties and Customer's use of or interaction with any Third-Party Content are solely between Customer and the third party.

(e) Obligations and Disclaimers. Agicash has no obligation to monitor Third-Party Services or Third-Party Content, and Agicash may change, block, or disable access to any Third-Party Services or Third-Party Content (in whole or part) through the Agicash Services at any time. Customer's access to and use of such Third-Party Content or Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Services (including Third-Party Service Terms or privacy policies applicable to such Third-Party Services). Customer is responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Agicash Services, including any Third-Party Services.

Your use of Third-Party Services is at your sole risk. We disclaim all warranties regarding Third-Party Services, including warranties of merchantability, fitness for a particular purpose, security, accuracy, or availability. We are not liable for any loss arising from your use of or inability to access Third-Party Services, including wallet features, security vulnerabilities, or discontinued support. Links to Third-Party Services do not constitute our endorsement.

17. Disclaimer of Warranties

(a) General Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGICASH PLATFORM, SERVICES, MATERIALS, DIGITAL CREDIT, ECASH, AND ALL RELATED TECHNOLOGY ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. AGICASH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, "AGICASH PARTIES") DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AND COMPATIBILITY.

(b) Specific Exclusions. THE AGICASH PARTIES MAKE NO WARRANTY THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (C) DATA OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE; (D) ERRORS WILL BE CORRECTED; (E) DIGITAL CREDIT OR ECASH WILL BE ACCEPTED BY ANY MERCHANT; (F) ANY MERCHANT WILL PROVIDE GOODS OR SERVICES OF ANY PARTICULAR QUALITY OR SAFETY; (G) THE BITCOIN NETWORK, LIGHTNING NETWORK, OR CASHU PROTOCOL WILL OPERATE WITHOUT INTERRUPTION; OR (H) THIRD-PARTY WALLET SOFTWARE WILL BE SECURE OR COMPATIBLE. ALL DISCLAIMERS IN THESE TERMS ARE FOR THE BENEFIT OF ALL AGICASH PARTIES AND THEIR SUCCESSORS AND ASSIGNS.

(c) External Systems. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE BITCOIN NETWORK, LIGHTNING NETWORK, CASHU PROTOCOL, MERCHANT OPERATIONS, OR THIRD-PARTY WALLET SOFTWARE, AND WE MAKE NO WARRANTIES REGARDING THEIR OPERATION, AVAILABILITY, SECURITY, OR FUNCTIONALITY. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

18. Indemnification

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS AGICASH AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, PARTNERS, AGENTS, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, AND FEES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OF THE AGICASH PLATFORM OR AGICASH SERVICES; (B) YOUR PURCHASE, HOLDING, TRANSFER, OR REDEMPTION OF DIGITAL CREDIT; (C) YOUR VIOLATION OF THESE TERMS OR ANY APPLICABLE LAW, RULE, OR REGULATION; (D) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING MERCHANTS, OTHER USERS, OR ANY INTELLECTUAL PROPERTY RIGHTS; (E) ANY DISPUTE BETWEEN YOU AND ANY MERCHANT; (F) YOUR NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR OTHER WRONGFUL ACT OR OMISSION; (G) YOUR FAILURE TO SAFEGUARD YOUR WALLET SOFTWARE, CREDENTIALS, OR CRYPTOGRAPHIC KEYS; OR (H) ANY INFORMATION, CONTENT, OR MATERIALS YOU SUBMIT OR TRANSMIT THROUGH THE AGICASH PLATFORM.

AGICASH RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY THE INDEMNIFIED PARTIES, AND YOU AGREE TO COOPERATE FULLY WITH AGICASH'S DEFENSE OF SUCH CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER SUBJECT TO THIS INDEMNIFICATION WITHOUT AGICASH'S PRIOR WRITTEN CONSENT. AGICASH WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT; HOWEVER, FAILURE TO PROVIDE SUCH NOTICE WILL NOT RELIEVE YOU OF YOUR INDEMNIFICATION OBLIGATIONS EXCEPT TO THE EXTENT THAT SUCH FAILURE MATERIALLY PREJUDICES YOUR ABILITY TO DEFEND THE CLAIM.

19. Limitation of Liability

(a) Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, AGICASH AND THE AGICASH PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER AGICASH WAS ADVISED OF THEIR POSSIBILITY.

(b) Specific Exclusions. WITHOUT LIMITING THE FOREGOING, AGICASH WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CLAIM ARISING FROM: (A) LOST, STOLEN, OR INACCESSIBLE DIGITAL CREDIT; (B) WALLET SOFTWARE FAILURES, SECURITY BREACHES, OR LOSS OF CRYPTOGRAPHIC KEYS; (C) NETWORK DISRUPTIONS, DELAYS, CONGESTION, ROUTING FAILURES, PROTOCOL CHANGES, ERRORS, OR INCOMPATIBILITIES WITH RESPECT TO THE BITCOIN NETWORK, LIGHTNING NETWORK, CASHU PROTOCOL, OR OTHER RELEVANT NETWORK OR PROTOCOL; (D) MERCHANT CONDUCT, INSOLVENCY, REFUSAL TO HONOR DIGITAL CREDIT, OR FAILURE TO PROVIDE GOODS OR SERVICES; (E) PRICE VOLATILITY OR FLUCTUATIONS IN THE VALUE OF ANY SUPPORTED CURRENCY OR DIGITAL CREDIT; (F) UNAUTHORIZED ACCESS TO YOUR ACCOUNT, WALLET, OR CREDENTIALS; (G) VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE AGICASH PLATFORM OR THIRD-PARTY SOFTWARE OR SERVICES; (H) ERRORS, INACCURACIES, OR OMISSIONS IN ANY DATA, CONTENT, OR INFORMATION ON THE AGICASH PLATFORM; (I) SERVICE INTERRUPTIONS, DOWNTIME, OR PLATFORM MODIFICATIONS; OR (J) ANY OTHER EVENTS OUTSIDE OF AGICASH'S REASONABLE CONTROL.

(c) Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING FROM THESE TERMS OR YOUR USE OF THE AGICASH PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) AMOUNTS PAID BY YOU TO AGICASH (NOT TO MERCHANTS) DURING THE 12 MONTHS PRECEDING THE CLAIM; OR (B) $100. THIS CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE.

20. Termination

(a) Termination by Us. These Terms are effective until terminated. We may, in our sole discretion and without prior notice or liability, immediately suspend, restrict, or terminate your access to the platform or your account for any reason or no reason, including if we believe that: (a) you have violated or may violate these Terms or applicable law; (b) you have engaged in fraud, money laundering, terrorist financing, sanctions violations, or other prohibited activity; (c) your use presents legal, regulatory, reputational, or security risk; (d) you have provided false or misleading information; (e) your account has been compromised; or (f) such action is required to comply with law or regulatory requirements.

(b) Termination by You. You may terminate these Terms at any time by ceasing all use of the Agicash platform and Agicash Services. If you have an account, you may request account closure by contacting Agicash at support@agi.cash. Termination of these Terms does not affect your obligations or liabilities arising prior to termination, including any obligations relating to Digital Credit you have purchased.

(c) Effect of Termination. Upon termination or suspension: (a) your right to use our services will immediately cease; (b) we may, without liability, deactivate or delete your account and all associated information; (c) we have no obligation to maintain, store, or provide access to any data or Digital Credit associated with your account; and (d) we have no obligation to provide any refund, compensation, or remedy. Digital Credit held via Third-Party Services (such as wallet software) remains subject to these Terms, including the bearer nature of Digital Credit and the Merchant's sole responsibility for honoring Digital Credit.

(d) Survival. The following sections survive termination: Definitions, Intellectual Property, Disclaimer of Warranties, Indemnification, Limitation of Liability, Governing Law, and any other provisions that by their nature should survive.

21. Governing Law and Disputes

(a) Governing Law. These Terms are governed by the laws of the United States (including federal arbitration law) and the State of California without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

(b) Binding Arbitration. Except for disputes that qualify for small claims court, all disputes arising out of or related to these Terms or any aspect of the relationship between you and Agicash, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in court, and you waive the right to trial by jury. Disputes include those arising from this arbitration provision's enforceability, revocability, or validity. However, disputes regarding the class action waiver below must be resolved by a court, not an arbitrator. Any arbitration will be on an individual basis; class arbitrations and class actions are not permitted, and you are giving up the ability to participate in a class action. Any claim arising out of or related to these Terms or your use of the Agicash Services must be filed within one (1) year after the claim arose, or it will be permanently barred.

(c) Class Action Waiver. Notwithstanding anything to the contrary in this section or any other provision of these Terms or in the American Arbitration Association's Consumer Arbitration Rules, disputes regarding the enforceability, revocability, or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable will be enforced in arbitration.

(d) Arbitration Procedures. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules. Hearings will be conducted by teleconference or videoconference unless the arbitrator determines an in-person hearing is appropriate. Any in-person hearing will be at a mutually convenient location. The arbitrator's decision will follow these Terms and will be final and binding. The arbitrator may award injunctive relief or specific performance only to the extent warranted by the individual claim. The award may be confirmed and enforced in any court with jurisdiction.

(e) Arbitration Fees and Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's Consumer Arbitration Rules. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules, and you agree to reimburse Agicash for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.

(f) Opt-Out Right. You may opt out of the arbitration and class action waiver by sending written notice to MakePrisms, Inc. PO Box 934, Larkspur, CA 94977 within thirty (30) days after first becoming subject to these Terms. Your notice must include your name, address, and a statement that you wish to opt out. If you opt out, all other provisions continue to apply. Opting out has no effect on any other arbitration agreements with Agicash.

(g) Exceptions to Arbitration. Nothing in these Terms precludes you from bringing issues to the attention of federal, state, or local agencies, which may seek relief on your behalf if the law allows.

(h) Forum for Litigation. If arbitration does not apply or you have opted out, you and Agicash agree that any dispute will be resolved exclusively in state or federal courts in San Francisco, California. Each party submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or improper venue.

22. Information or Complaints

If you have a question, concern, or complaint, please contact us by email at support@agi.cash, by mail at MakePrisms, Inc. PO Box 934, Larkspur, CA 94977, or by telephone at (707) 872-7738. Email communications are not necessarily secure, so do not include wallet addresses, private keys, passwords, or other sensitive information in emails to us. We will make reasonable efforts to respond promptly.

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

23. General Provisions

(a) Entire Agreement. These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Agicash regarding the subject matter hereof and supersede all prior agreements, understandings, or representations.

(b) Severability. If any provision of these Terms is found unlawful, void, or unenforceable, it will be severable and will not affect the remaining provisions. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

(c) Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign or transfer any rights or obligations without restriction or notice to you. Any attempted assignment in violation of this section is void. These Terms bind and benefit the parties and their successors and permitted assigns.

(d) No Waiver. No waiver of any breach or default will be deemed a waiver of any preceding or subsequent breach or default. No waiver is effective unless in writing and signed by an authorized representative. Our failure to enforce any right or provision will not constitute a waiver of such right or provision.

(e) Relationship of Parties. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship between you and Agicash. You have no authority to bind Agicash or make representations on its behalf.

(f) Notices. Notices to you may be made via posting to our website, through the platform, by email to your account address, or by mail. You agree that electronic notices satisfy any legal requirement that communications be in writing. Notices to us must be sent by mail to MakePrisms, Inc. PO Box 934, Larkspur, CA 94977 or by email to legal@agi.cash.

(g) Force Majeure. We are not responsible for any failure or delay in performance arising from circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, government actions, fire, floods, pandemics, strikes, power outages, internet failures, cyberattacks, or Bitcoin/Lightning Network disruptions.

(h) Construction. Headings are for convenience only and do not define or explain any provision. Singular terms include the plural where appropriate. "Including" means "including without limitation." A printed version of these Terms and any electronic notice will be admissible in judicial or administrative proceedings to the same extent as other business documents.