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Last Updated: April 22, 2026

Agicash Terms of Service

These Terms of Service ("Terms") apply to your access to and use of (i) the website located at www.agi.cash (or any successor links) and all associated web pages, websites, and social media pages (the "Site") provided by MakePrisms Inc. ("Agicash", "we", "our" or "us"), (ii) a web or mobile application that may be downloaded or accessed using your smartphone, tablet, or desktop (the "App"), and (iii) other online services (including the Site and the App, together the "Services").

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 16, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 16, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND AGICASH WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use our Services.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy. By accessing or using our Services, you consent to the processing, transfer, and storage of information about you in and to the United States, where you may not have the same rights and protections as you do under local law.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. If you are entering into these Terms on behalf of or for the benefit of another person, you represent and warrant that you have legal authority to bind to these Terms and the Commercial Terms any company, corporation, organization, business, partnership, sole proprietorship, or other entity on behalf of which, or for the benefit of, you are using the Services.

We may make changes to these Terms. The "Last Updated" date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

Disclosures

YOU HEREBY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

•The information provided in connection with the Services does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and should not be treated as such.
•It is your responsibility to determine whether you are subject to laws specific to your jurisdiction or otherwise that apply to and/or restrict your use of the Services including transactions with other Users and those involving Ecash, bitcoin, the Lightning Network, or Spark including, but not limited to, any restricted activities, registration or reporting obligations.
•Although the Services may be compatible with the use of various cryptocurrencies, Ecash (as defined below) is not a Digital Asset (as defined below). In addition, while the Services may enable you to use and transfer Ecash or Digital Assets, the Services do not themselves involve Agicash receiving or transferring Ecash, Digital Assets, or funds on your behalf; exchanging funds for other funds or exchanging funds for Ecash or Digital Assets; executing orders for Digital Assets on your behalf; providing any financial advisory and/or portfolio management services; or holding, managing, or providing custody or administration, or otherwise control, of any Ecash, funds or Digital Assets for you or on your behalf.
•The use of the Services does not create a fiduciary, advisory, or trust relationship between you and Agicash.

1. Our Services

The App provides you with an interface for a non-custodial digital wallet ("Wallet") that allows you to store, track, and transfer "Ecash." Ecash is a bearer-style digital unit of account that is issued and recorded by participating "Mints," which are Third-Party Service Providers (defined below) that operate in accordance with the "Cashu Protocol" and that issue Ecash in exchange for bitcoin or other value. The Cashu Protocol is a set of standards governing transaction messaging and cryptography that, when operating in combination, allow users to mint, redeem, and transfer Ecash.

Ecash is intended to provide its users with the functionality of a form of digital cash, but it holds no intrinsic monetary value and cannot be redeemed for cash. Ecash is a private cryptographic record, maintained in your Wallet, and is redeemable only as specified by an issuing Mint, for assets held by the issuing Mint, which may include cryptocurrency or blockchain-based digital assets such as bitcoin (collectively, "Digital Assets"). Agicash also operates Mints, and your use of Ecash issued by Agicash Mints is governed by the separate Agicash Customer Terms of Use. Participating Mints may include merchants who issue merchant-specific Ecash, and such Ecash may be exclusively redeemable for the issuing Merchant's goods or services.

In addition to the Wallet and our Services involving Ecash, our Services may also 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") from within the App. Any Third-Party Services available from within the App 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 via the App is subject to the Third-Party Service Terms and these Terms. Third-Party Service Providers may include, but are not limited to, Mints and providers of certain Digital Asset products or services.

2. Eligibility and Use Restrictions

(a) Authorization. You may not use our services if you are under 18 years of age (or under the age of legal majority where you live). If you are a parent or guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at support@agi.cash. If you use our Services on behalf of another person or entity, (i) all references to "you" throughout these Terms (other than in this Section 2(a)) will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (iii) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.

(b) Use. You may only use our Services for personal, family or household purposes and expressly excluding any commercial use. You may not use the Services if you are a resident of any jurisdiction in which (i) Agicash is not authorized to provide the Services, (ii) the United States has embargoed goods or services, (iii) where your use of the Services would be illegal or otherwise violate any applicable law of such jurisdiction of the United States (a "Restricted Jurisdiction"). You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users. You hereby represent and warrant that you will not use the Services even if our methods to prevent you from registering an account or using the Services are not effective or can be bypassed. We may implement controls to restrict access to the Services from any Restricted Jurisdiction.

We make no claims that the Services are appropriate for or may be legally accessed outside of the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the applicable laws of the country or jurisdiction where you may be located. You may not use or export any content of the Site or App in violation of U.S. export laws and regulations or any other U.S. or foreign federal, state, or local statute, rule, or regulation. The Services are 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 local law or regulation. We make no representations that the Services are appropriate for use in all locations, or that the transactions, products, financial instruments, or services indicated or discussed on the Sites are available or appropriate for sale or use in all jurisdictions, countries, or by all investors or counterparties.

(c) Your information. You may provide certain information to Agicash in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from Agicash via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Agicash in connection with the Services is accurate.

You represent and warrant that you satisfy all eligibility requirements set forth in these Terms or otherwise stated by Agicash in connection with the Services. We may, in our sole discretion, refuse to grant you access to the Services or suspend or terminate your access to the Services if you do not satisfy (or no longer satisfy) one of the eligibility requirements listed herein.

3. Account Registration

Agicash allows you to create an account to maintain ongoing storage of your Credentials (as defined below) and to better facilitate your use our Services (a "User Account"). To register for a User Account, you must: (i) provide complete and accurate information, as may be requested by Agicash from time to time, and (ii) meet the eligibility requirements (as set forth in Section 2). You must maintain your User Account in good standing, meaning that it has not been suspended or removed and is not otherwise in violation of these Terms. Some of the Services do not require you to create a User Account, and you may access and use such Services as a "Guest." However, if accessing and using the Services as a Guest, your Credentials will be stored locally, within your device, browser, or otherwise. When using the Services as a Guest, if you lose access to your Credentials, or such Credentials are deleted or removed, then you will permanently lose access to any Ecash or other assets maintained within your Wallet. If you are a Guest, we may restrict certain features of the Services in our sole discretion.

Upon creation of a User Account, you may create a password for your User Account (your "Password"). Your Password is necessary to access your User Account and interact with your Wallet. You may not share or permit others to use your User Account. You will promptly update any information contained in your account if it changes. You must use a strong Password for your account that is unique to our Services and not used by you on any other website or online service. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

4. Wallet Services

(a) General. The Wallet allows you to receive, hold, and transfer Ecash, and runs entirely on your own device or within an Agicash secure enclave server (as described below). Ecash is maintained as a piece of data that consists of a blindly signed secret, with such data serving as a record of actual value maintained by the issuing Mint. The App serves as the exclusive means by which you may access your Wallet and any Ecash associated with your Wallet. Subject to your interactions with a Mint, new Ecash may be generated and stored in your Wallet upon each issuance of Ecash by a Mint. Neither Agicash, the Mint, nor any other third party will have the ability to access your Ecash once the Ecash is in your Wallet.

(b) Security of Credentials. To support the Wallet's functionality, we operate servers that store data related to your User Account, operational data, and transaction metadata. You are solely responsible for maintaining the security of your App, control over your Ecash, control over your Private Keys (defined below), the security of any Passwords associated with your User Account or Wallet, and any other credentials, including any browser or device data associated with the use of Services as a Guest (altogether, your "Credentials"), and any devices storing such Credentials. In addition, we may hold an encrypted record of your Ecash or Private Keys within an Agicash secure enclave server, which will only be accessible via the App. Agicash will not receive or hold a copy of the decryption key(s) necessary to access any Ecash or Private Keys stored on the Agicash secure enclave server. Via your App, you will have the sole power to decrypt and access Ecash or Private Keys stored on the Agicash secure enclave server. You are responsible for monitoring your Wallet and the use of your Credentials (including unauthorized activities). You are responsible for anything that happens using your Wallet and Credentials—with or without your permission. If you discover an issue related to your Wallet or User Account, please contact us.

WE DO NOT HOLD FUNDS, ECASH, DIGITAL ASSETS, OR ANY OTHER VALUE ON YOUR BEHALF, AND WE ARE NOT RESPONSIBLE FOR SECURING YOUR CREDENTIALS. IF YOU LOSE ACCESS TO YOUR WALLET, USER ACCOUNT, OR CREDENTIALS, YOU WILL LOSE ACCESS TO ANY ECASH MAINTAINED WITHIN YOUR WALLET. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, AGICASH IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORIZED USE OF YOUR WALLET, USER ACCOUNT, OR CREDENTIALS.

5. Third-Party Services and Content

(a) In General. Our Services rely on, interoperate with, or make available Third-Party Services, including, without limitation, the Cashu Protocol, Bitcoin and Lightning Networks, Spark, Mints, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators. These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of the 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 our Services operate.

(b) Open-Source Software. Specifically, certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses ("Open-Source Software"). The Open-Source Software is licensed to us 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 the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software, such as the MIT License.

(c) Third-Party Content. We may further 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 Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(d) Third-Party Services involving Mints.

(i) Loading. You can request Ecash from a Mint, as Ecash is issued and controlled by each Mint and not by Agicash. You may only purchase Ecash directly from a participating Mint, which will facilitate the issuance or sale of Ecash to you. The purchase, use, and transfer of Ecash may be subject to Third-Party Service Terms between you and the issuing Mint, which may include restrictions on use in addition to those set forth in these Terms. The Ecash you purchase is cryptographically signed and Mint-specific. Ecash is a record and may, in some circumstances and dependent on the Mint, contain information associated with your identity.

(ii) Transfers. Your Wallet and associated Credentials are needed to effect transfers of Ecash or bitcoin from your Wallet to other persons or to redeem your Ecash for bitcoin from an issuing Mint. The Site and App provide an interface of buttons, links, and other features that allow you to generate and submit transfers to the Mint for redemption or re-issuance or in connection with peer-to-peer transactions with other persons. Upon a Mint's receipt of a redemption request and verification that the Ecash is unspent and valid, the Mint will melt your Ecash and provide you with the redemptive value. You cannot cancel, reverse, or change the transfer. Sending and receiving Ecash is at your sole risk, and we assume no responsibility for the underlying transaction of Ecash, or the actions or identity of any transfer recipient or sender. Disputes regarding funds are between you and the sender or recipient of Ecash.

(iii) Redemption. You can only redeem Ecash from the issuing Mint. To redeem, you will submit a transfer request using your App, which will be transmitted to the Mint. Upon the Mint's validation that the Ecash is unspent, the Mint will melt the Ecash and provide you with the redemptive value. Once you redeem your Ecash, the Ecash is marked as spent is no longer available in your Wallet.

(e) Third-Party Services Involving Digital Assets. The Services may enable you to access certain Third-Party Services involving Digital Assets, such as certain layer two bitcoin network wallets and services provided by Spark. Third-Party Services provided by Spark that may be available to you via the App include the creation, connection, or use of a Spark bitcoin wallet. Once connected or created, you may use the App to send and receive bitcoin in connection with your use of the Spark bitcoin wallet, Mint transactions or otherwise. The App may enable you to store the private key(s) or key materials associated with your Spark bitcoin wallet (your, "Private Keys") on your device, or to encrypt your Private Keys and transmit the encrypted Private Keys to the Agicash secure enclave server. If you use Third-Party Services provided by Spark, such as those involving a Spark bitcoin wallet, the App may be the exclusive means by which you may (i) access the Private Keys on your device or (ii) decrypt your Private Keys held in the Agicash secure enclave server.

(f) Supported Digital Assets. While the Wallet is only compatible with Ecash, the App may make available to you certain services Third-Party Services that facilitate the use of bitcoin or other Digital Assets. Notwithstanding the fact that such Digital Asset services are provided by Third-Party Service Providers, any Digital Asset accessible from within the App will be subject to the approval of Agicash in its sole discretion ("Supported Assets"), and you acknowledge that you may only use the App to maintain and transfer balances of Supported Assets. THE APP IS NOT COMPATIBLE WITH ANY DIGITAL ASSETS THAT ARE NOT SUPPORTED ASSETS. UNDER NO CIRCUMSTANCES SHOULD YOU SEND ANY DIGITAL ASSETS THAT ARE NOT SUPPORTED ASSETS TO THE APP. IF YOU ATTEMPT TO SEND DIGITAL ASSETS THAT ARE NOT SUPPORTED ASSETS TO THE APP, SUCH DIGITAL ASSET(S) MIGHT BE IRRETRIEVABLY LOST OR DESTROYED. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, AGICASH WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOST OR INACCESSIBLE DIGITAL ASSETS.

(g) Obligations. We have no obligation to monitor Third-Party Services or Third-Party Content, and we may block or disable access to any Third-Party Services or Third-Party Content (in whole or part) through our Services at any time. Your 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). You are 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 Services, including any Third-Party Services.

6. Fees

Agicash may charge you certain fees or amounts in connection with your use of the Services, App, or Wallet (collectively, the "Wallet Fees"). By using our Services, you agree to pay all applicable Wallet Fees. Agicash reserves the right to adjust the Wallet Fees at any time and will post changes to the Wallet Fees on its App and communicate such changes to you via email.

Third parties may charge you certain fees or amounts in connection with your use of the Wallet, including network, swapping, issuance, processing, or redemption fees and associated exchange rates (collectively, the "Third-Party Fees"). By using our Services, you agree that you are solely responsible for confirming and paying all applicable Third-Party Fees, and acknowledge that Agicash does not set, control, or validate exchange rates, collect Third-Party Fees, or assume any liability for the accuracy, sufficiency, timing, or payment of such Third-Party Fees. Agicash will not advance, refund, or reimburse any Third-Party Fees under any circumstance and assumes no responsibility for delayed or failed payments resulting from Third-Party Fees miscalculations or non-payment.

7. Prohibited Conduct

You will not use our Services if you are not eligible to use our Services in accordance with Section 2 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:

•Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
•Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
•Provide information that Agicash is unable to verify or is otherwise false, inaccurate, or misleading;
•Use or attempt to use another user's account or information without authorization from that user and Agicash;
•Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
•Sell or resell our Services;
•Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
•Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
•Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
•Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
•Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Agicash grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Agicash reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
•Develop or use any applications or software that interact with our Services without our prior written consent;
•Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
•Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by the Agicash; or
•Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

Enforcement of this Section 7 is solely at Agicash's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

8. Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, "Promotions") made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy at www.agi.cash/privacy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

9. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Agicash or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Section 7), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for internal use and solely with respect to any applications included in the Services, install and use such application on a mobile or personal device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.

10. Trademarks

Agicash and our logos, product or service names, slogans, and the look and feel of the Services may be registered trademarks and trade dress of Agicash and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

11. Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Agicash or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Agicash's sole discretion. Agicash will exclusively own all improvements to, or new, Agicash products, services, or Services based on any Feedback. You understand that Agicash may treat Feedback as nonconfidential.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Agicash and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the "Agicash Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Agicash Parties of any third-party Claims, cooperate with Agicash Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The Agicash Parties will have control of the defense or settlement, at Agicash's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Agicash or the other Agicash Parties.

13. Disclaimers

Your use of our Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided "as is" and "as available" without warranties of any kind, either express or implied.

Agicash disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Agicash does not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While Agicash attempts to make your use of our Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. To the fullest extent permitted by applicable law, Agicash further disclaims, and will have no liability for, (i) any failed, stuck, or delayed payments, or for any incorrect payment status or history, to the extent caused by the Lightning Network or Spark incorrectly relaying, or failing to relay, a message to Agicash and (ii) any unauthorized access to or use of our secure servers and any and all personal information or financial information stored therein. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Agicash, Agicash Parties, and Agicash's respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14. Limitation of Liability

To the fullest extent permitted by applicable law, Agicash and the other Agicash Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data, even if Agicash or the other Agicash Parties have been advised of the possibility of such damages.

The total liability of Agicash and the other Agicash Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $50 or the amount paid by you to use our Services giving rise to the claim.

WE WILL NOT BE LIABLE TO YOU: (A) FOR ANY DELAYS OR MISTAKES, OR ANY CLAIMS, LOSSES, OR DAMAGES, RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, PANDEMICS, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS, (B) FOR ANY CLAIMS, LOSSES, OR DAMAGES RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT, COMMUNICATION SYSTEM FAILURES, OR FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, OR ANY PAYMENT SYSTEM; AND (C) IF YOU ARE UNABLE TO COMPLETE A TRANSACTION FOR ANY REASON. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF AGICASH OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

15. Release

To the fullest extent permitted by applicable law, you release Agicash and the other Agicash Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

16. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND AGICASH TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND AGICASH CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND AGICASH FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND AGICASH AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. AGICASH AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND AGICASH EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 16(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims This Section Applies To. A "Claim" is any dispute, claim, or controversy (excluding those exceptions listed in Section 16(c), below) between you and Agicash, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Services, including any claims related to the use or operation of the Site or App, the purchase of any products or services made available through the Site or App, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Agicash or if Agicash believes it has a Claim against you, you and Agicash will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Agicash will make a good-faith effort to negotiate the resolution of any Claim for 30 days ("Informal Resolution Period"), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 16(b) (a "Claimant Notice"). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties' mutual written agreement.

You must send any Claimant Notice to Agicash by certified mail, addressed to Agicash, Attn: Legal Department, MakePrisms, Inc. PO Box 934, Larkspur, CA 94977 or by email to legal@agi.cash. Agicash will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Agicash. The party sending a Claimant Notice (the "Claimant") will ensure it includes (i) the Claimant's name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand ("Arbitration Demand") may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Agicash files an Arbitration Demand without complying with the requirements in this Section 16, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys' fees incurred in seeking such relief. In no event will any Claim be brought related in any way to the Services be commenced more than one (1) year after the cause of action arose.

To facilitate the parties' efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Resolution Period through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for (i) individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief), (ii) any disputes exclusively related to the intellectual property rights of you or Agicash, including any disputes in which you or Agicash seek injunctive or other equitable relief for the alleged unlawful use of your or Agicash's intellectual property ("IP Claims"), (iii) any disputes related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use by Agicash, and (iv) any claim for injunctive relief, all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 16(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 16, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the "AAA"), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., ("FAA"). If you are a "Consumer," meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA's Consumer Arbitration Rules, as modified by these Terms (the "Rules"), will apply to Claims between you and Agicash. If you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Agicash.

These Terms affect interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Agicash to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or Agicash may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Agicash by certified mail addressed to Agicash, Attn: Legal Department, MakePrisms, Inc. PO Box 934, Larkspur, CA 94977 or by email to support@agi.cash. Agicash will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Agicash.

The arbitration will be conducted by a single arbitrator in the English language. You and Agicash both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Agicash agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator's essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney's fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or Agicash files a Claim in arbitration, you and Agicash agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Agicash agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a "Mass Dispute" and the provisions of this Section 16(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

•Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA's then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA's Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
•Initial Arbitrations. The parties shall identify an initial set of 20 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.
•Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.
•Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 17. If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law. If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 16(b) to proceed in arbitration in the same manner as described in Section 16(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@agi.cash. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve according to Section 17.

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 16 (except changes to notice addresses) as to you, by emailing legal@agi.cash within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 16. You may reject changes to Section 16 only as a whole. You may not reject only certain changes to Section 16. If you reject changes made to Section 16, the most recent version of Section 16 that you have not rejected will continue to apply.

(l) Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.

17. Governing Law

Any dispute, claim, or controversy arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy arises from or relates to these Terms is not subject to arbitration pursuant to Section 16, then the state and federal courts located in the State of Delaware, will have exclusive jurisdiction. You and Agicash waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

18. Modifying and Terminating Our Services

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. If we terminate or suspend your account for any reason, you are prohibited from re-registering and creating a new account under your name, an alias, or the name of any third party, even if you may be acting on behalf of such third party. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Agicash in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

19. Severability

If any portion of these Terms other than Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

20. Miscellaneous

Agicash's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

If you have a question or complaint regarding the Services, please send an email to support@agi.cash. You may also contact us by writing to MakePrisms, Inc. PO Box 934, Larkspur, CA 94977. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.