TERMS OF USE

ROOTSFI IS A TECHNOLOGY COMPANY, NOT A BANK. BANKING SERVICES ARE PROVIDED BY OUR PARTNER BANKS AND FINANCIAL INSTITUTIONS. THE ROOTSFI APP IS CURRENTLY IN "BETA." THIS MEANS THE SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES, DATA LOSS, OR LOSS OF FUNDS.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER (SECTION 17) WHICH AFFECT YOUR RIGHTS. YOU AGREE THAT ANY DISPUTE BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION.

These Terms of Use (the "Terms") are a binding legal agreement between you and RootsFi Inc. ("RootsFi," "Company," "we," "us," or "our"), a Delaware corporation with its registered office at 16192 Coastal Hwy, Lewes, Delaware 19958. These Terms govern your access to and use of our mobile application (the "App") and related services (collectively, the "Services").

1. Description of Services & Non-Custodial Nature

1.1 Non-Custodial Wallet (Self-Custody)

RootsFi provides a non-custodial software interface that allows you to manage digital assets (such as USDC, ETH, and others) and interact with supported blockchain networks (the "Wallet").

CRITICAL NOTICE:

We Do Not Hold Your Keys: RootsFi does not have access to your private keys, seed phrases, or the digital assets stored in your Wallet.

Your Responsibility: You are solely responsible for safeguarding your private keys and device. If you lose access to your device or private keys, RootsFi cannot recover your funds.

No Control Over Assets: We do not have the ability to freeze, seize, or transfer your assets. All transactions are executed directly on the blockchain by you.

No Unclaimed Property: Because RootsFi is non-custodial and does not hold user funds, we do not maintain accounts that can be considered abandoned property under state laws. You acknowledge that RootsFi cannot remit funds to any state unclaimed property division on your behalf.

1.2 "Beta" Availability

The Services are currently provided in a "Beta" version. You acknowledge and agree that:

The Services may be unstable, incomplete, or contain errors.

RootsFi is not liable for any loss of data, funds, or functionality resulting from your use of the Beta Services.

We reserve the right to modify, suspend, or discontinue the Beta Services at any time without notice.

1.3 Third-Party Integrations (No Agency)

The App acts as an interface to third-party service providers ("Third-Party Providers").

Banking Services: Provided by partners such as Bridge and Circle.

Identity Verification: Provided by Sumsub and Bridge.

On-Ramp/Off-Ramp: Provided by Coinbase and others.

Authentication: Provided by Privy.

NO AGENCY RELATIONSHIP: RootsFi is not an agent of these Third-Party Providers, and they are not agents of RootsFi. We are not responsible for their acts, omissions, errors, or insolvency. Your use of their services is subject to their separate terms and conditions. You hereby release RootsFi from any liability relating to the failure, downtime, or insolvency of any Third-Party Provider (e.g., if a stablecoin issuer de-pegs or a banking partner freezes funds).

2. Feature-Specific Terms

2.1 Sky Protocol Interface (Yield & Rewards)

The App provides a software interface to interact with the Sky Protocol (formerly MakerDAO).

No Banking Relationship: You acknowledge that interacting with the Sky Protocol is not a deposit with RootsFi. RootsFi is not a bank, and this is not a savings account.

Protocol Risk: All yield, rates, or rewards are generated purely by the decentralized Sky Protocol smart contracts. RootsFi has no control over these rates and does not guarantee any return.

Smart Contract Interaction: When you allocate funds to Sky, you are interacting directly with the blockchain. RootsFi cannot reverse these transactions.

2.2 Gamification (Points & Spins)

The App includes fun engagement features like "Points" and "Spins."

NO MONETARY VALUE: You explicitly acknowledge that Points and Spins are for entertainment and social status only. They have ABSOLUTELY NO CASH VALUE.

Non-Transferable: Points cannot be sold, transferred, or converted into cryptocurrency, fiat, or "airdrops."

No Future Promise: RootsFi makes no promise that Points will ever be redeemable for anything. We reserve the right to delete Points at any time.

Sweepstakes Disclaimer: NO PURCHASE NECESSARY. A purchase or payment will not increase your chances of winning. These challenges and promotions are not sponsored, endorsed, or administered by, or associated with, Apple Inc. or Google LLC.

2.3 Fiat On-Ramps & Remittance

RootsFi integrates with regulated third-party remittance and payment providers (e.g., Acctual, Bridge) to allow you to convert fiat currency into digital assets.

RootsFi is Not the Provider: RootsFi acts solely as a user interface. We do not touch, hold, or transmit your fiat currency. All fiat transmission is performed by the Third-Party Provider.

Remittance Services: You acknowledge that certain on-ramps are structured as international remittance transactions. These are subject to the terms, fees, and processing times of the Third-Party Provider.

No Liability for Delays: RootsFi is not liable for delays, holds, or frozen funds caused by the Third-Party Provider's compliance checks or banking networks.

2.4 iMessage & Social Payments

Link Security: When sending funds via iMessage or other messaging platforms, a payment link is generated using a temporary session key. You are solely responsible for sharing this link securely with your intended recipient.

Link Expiration: For your security, payment links may expire if not claimed within a certain timeframe (e.g., 24 or 48 hours). If a link expires, the funds may be returned to your wallet or remain claimable only by you, subject to network gas fees.

Interception Risk: If an unintended third party accesses the link before your recipient claims it, the funds may be lost. RootsFi is not responsible for intercepted payment links.

Session Keys: The App generates temporary session keys to facilitate these transactions. These keys are stored locally on your device or encrypted in our database. RootsFi cannot decrypt these keys to access your funds without your authorization.

2.5 Scheduled Payments

The App allows you to set up recurring or scheduled transfers.

Authorization: By setting up a scheduled payment, you authorize RootsFi's non-custodial smart contracts or automation services to initiate transactions from your wallet at the specified intervals.

Sufficient Funds: You are solely responsible for ensuring your wallet has sufficient funds and gas (ETH/network tokens) to execute the transaction at the scheduled time. If funds are insufficient, the transaction will fail, and you may still incur gas fees.

Cancellation: You may cancel a scheduled payment at any time before it is executed. RootsFi is not responsible for transactions that execute before a cancellation request is processed on-chain.

2.6 Biometric Authentication

The App supports biometric authentication (e.g., FaceID, TouchID) for accessing the App or authorizing transactions.

Local Processing: Biometric data is processed locally on your device by the operating system. RootsFi does not collect, store, or transmit your biometric data (e.g., facial geometry or fingerprints).

Security: Enabling biometric authentication does not replace your responsibility to secure your device. Any person with a biometric enrolled on your device may be able to access your account.

3. Eligibility & Global Compliance

By using the Services, you represent and warrant that:

You are at least 18 years of age and legally capable of forming a binding contract.

Global Compliance: You are responsible for ensuring your use of the Services complies with the laws of your jurisdiction (e.g., your country of residence). RootsFi makes no representation that the Services are appropriate or available for use in all locations.

Sanctions: You are not a resident of, located in, or a citizen of any country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), including but not limited to Cuba, Iran, North Korea, Syria, Russia, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

Restricted Person: You are not listed on any U.S. government list of prohibited or restricted parties (e.g., SDN List).

4. Risk Disclosures

You acknowledge and accept the following risks:

Volatility: Digital assets are extremely volatile. You may lose all value.

Blockchain Risks: We do not control the underlying blockchain networks. Risks include 51% attacks, network congestion, high gas fees, hard forks, and protocol bugs. RootsFi is not responsible for losses caused by the underlying network.

Protocol Forks: RootsFi reserves the right to support or not support any specific fork of a blockchain. We are not responsible for any value loss resulting from a fork.

Smart Contract Risks: Transactions interact with smart contracts that may contain vulnerabilities or bugs.

Oracle Failure: Some features may rely on external data feeds ("Oracles"). We are not responsible for losses caused by incorrect Oracle data.

Regulatory Uncertainty: Legislative and regulatory changes may adversely affect the use, transfer, exchange, and value of digital assets.

RootsFi does not provide investment, tax, or legal advice. All transactions are self-directed.

5. User Responsibilities & Prohibited Conduct

5.1 Security

You are responsible for maintaining the confidentiality of your account credentials, PIN, and device biometrics. You agree to notify us immediately of any unauthorized use.

5.2 Prohibited Activities

You strictly agree NOT to use the Services for:

Illegal Activities: Money laundering, terrorist financing, sanctions evasion, or tax evasion.

Prohibited Commerce: Darknet markets, illegal gambling, drugs, adult content, or weapons.

Abuse: Denial-of-service attacks, introducing malware, or scraping data.

IP Infringement: Violating RootsFi's or others' intellectual property rights.

6. Fees, Spreads, and Taxes

Service Fees: Displayed prior to transaction confirmation.

Spreads & Slippage: You acknowledge that RootsFi or its liquidity providers may earn revenue from the "spread" (difference between buy/sell price) or "slippage" on transactions. This may not be explicitly labeled as a "fee."

Rebates: RootsFi may receive rebates or referral fees from Third-Party Providers.

Network Fees: You are responsible for all blockchain network fees ("Gas").

Tax Indemnity: You are solely responsible for determining and paying all applicable taxes. You agree to indemnify RootsFi against any tax liability associated with your transactions. We do not issue tax forms (e.g., 1099) unless strictly required by law.

7. Intellectual Property & User Content

Ownership: The App and its original content are owned by RootsFi.

User Content: If you upload content (avatars, messages), you grant us a license to use it to operate the Services. We reserve the right to monitor and remove content.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. ROOTSFI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ROOTSFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR FUNDS, RESULTING FROM: (A) YOUR USE OF THE SERVICES; (B) THIRD-PARTY CONDUCT; (C) HACKING, TAMPERING, OR UNAUTHORIZED ACCESS; OR (D) BLOCKCHAIN NETWORK FAILURES.

ROOTSFI'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF $100 USD OR THE FEES YOU PAID ROOTSFI IN THE LAST 12 MONTHS.

10. Indemnification

You agree to indemnify and hold harmless RootsFi, its officers, directors, and employees from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Services or violation of these Terms.

11. Electronic Communications Consent

You agree to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, "Communications") electronically. We may provide these Communications via email, text message, or in-app notifications. You are responsible for keeping your contact information up to date.

12. Termination

We may terminate or suspend your access immediately, without notice, for any reason, including breach of Terms. Upon termination, your right to use the Services ceases.

13. App Store Terms

13.1 Apple App Store

If accessed via the Apple App Store, you agree to use the App only on Apple-branded products running iOS, subject to Apple's "Usage Rules."

13.2 Google Play Store

If accessed via Google Play:

You acknowledge these Terms are between you and RootsFi, not Google.

Google is not responsible for the App or its content.

Google has no obligation to furnish maintenance or support.

You acknowledge Google is a third-party beneficiary of these Terms.

14. Force Majeure

RootsFi shall not be liable for delays or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials, blockchain network congestion or failure, or Third-Party Provider failure.

15. Dispute Resolution: Binding Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY.

15.1 Mandatory Pre-Dispute Resolution

Before filing arbitration, you agree to try to resolve the dispute informally by contacting [email protected]. We will attempt to resolve the dispute within 30 days.

15.2 Binding Arbitration

If the dispute is not resolved, it shall be settled by binding arbitration in Sussex County, Delaware administered by JAMS pursuant to its Comprehensive Arbitration Rules.

15.3 Batch Arbitration

To increase efficiency and reduce costs, if 50 or more similar arbitration demands are filed against RootsFi within a 30-day period ("Mass Filing"), you agree that JAMS shall administer them in batches of 50 to 100 claims. Each batch shall be designated a single arbitrator and a single set of filing fees. You agree to cooperate in good faith with this batching process.

15.4 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

17. Contact Information

RootsFi Inc.

16192 Coastal Hwy

Lewes, Delaware 19958

Email: [email protected]