Terms of Use

Welcome to our Terms of Use page. Please read the terms carefully.

PLEASE READ THESE TERMS OF USE BEFORE USING THE PLATFORM CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED THEREIN, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED AMICABLY, INCLUDING THROUGH MEDIATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT. IF THE CLASS ACTION WAIVER REFERRED TO ABOVE IS FOUND TO BE UNENFORCEABLE, THAT PROVISION WILL BE DEEMED INVALID AND REMOVED FROM THE TERMS, AND THE REMAINING OBLIGATIONS WILL CONTINUE IN FULL FORCE AND EFFECT.

I. INTRODUCTION

DwellFi offers comprehensive fund management solutions to private equity, real estate, venture capital, hedge funds, fund administrators, and limited partners through our state-of-the-art AI, Blockchain, and tokenization technologies.

By accessing the Platform, using, or clicking on the Services, and information made available by the Company via the Platform, you acknowledge that you have read, understand, and agree to be bound by these Terms, and to comply with all Applicable Laws and regulations, as amended from time to time, and that you comply with the requirements listed herein. The Privacy Policy and other additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User. If you do not agree to all of these Terms or comply with the requirement herein, please do not access or use the Platform and/or Services.

We reserve the right, at our sole discretion, to change or modify portions or the full wording of these Terms at any time, including for security, legal or regulatory reasons, as well as to reflect updates or changes to the Services or functionality of the Platform. If we do this, we will post the changes on this page and will indicate at the bottom of this page the date these Terms were last revised. You are strongly advised to check these Terms periodically to ensure that you are cognizant of the current version and comply with them. We shall also notify you about the above-mentioned changes, either through the Platform interface or through other reasonable means. Any such changes will become effective no earlier than twenty (20) days after they are posted, except changes addressing new functions of the Platform, which will be effective immediately.

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

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

II. DEFINITIONS

• AML – shall mean Anti Money Laundering and Terrorist Financing procedure, which provides a record of the specific actions taken by the Company in the context of prevention of money laundering and terrorist financing.
• Applicable Laws – shall mean any relevant documents such as acts, statutes, regulations, ordinances, treaties, guidelines, and policies issued by governmental organizations or supervisory authorities, including, but not limited to, the governing law stipulated under Laws of the State of California and Laws of the United States of America which relate specifically to the Services provided by the Platform.
• Blockchain - shall mean a distributed ledger of tamper-resistant records linked in a chain-like structure. Each block contains a cryptographic hash of the previous block, making the ledger immutable and providing a high level of security. The decentralized nature of Blockchain networks allows for a transparent and trustless system for recording and verifying transactions, without the need for intermediaries.
• Company, DwellFi, we – shall mean DwellFi, Inc., a Delaware Corporation.
• Content – shall mean all content generated by the Company or provided on the Platform, including among others logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text, any written or multimedia materials, services, advertisements, software, code, data, files, archives, folders, or available downloads on the Platform.
• KYC – shall mean Know-Your-Customer procedure that Company can carry out itself or by means of third-party services, to identify its customers and beneficial owners and obtain the relevant information required to do business with the party concerned.
• Platform – shall refer to our SaaS environments, including any third-party services or environments, that are used to provide the Services.
• Services – shall mean all the Services provided to the Users through the Platform.
• Terms – shall mean this Terms of Use.
• Third-Party Services – shall mean any services, content, and information owned, made available, or otherwise licensed by a third party.
• Users, you – shall mean all the Platform users.
• Website – shall mean the DwellFi website accessible at https://www.dwell.fi/

III. YOUR OBLIGATIONS WHEN USING THE PLATFORM

1. Eligibility

Prior to your use of the Services and on an ongoing basis you represent, warrant, and agree that:

You must be at least 18 years old and you must have full legal capacity and authority to agree and bind yourself to these Terms and to use the Platform as well as to use any available Services.

You represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Platform or the Services would be illegal or otherwise violate any Applicable Laws.

You represent that you are not named in the Office of Foreign Asset Control of the U.S. Department of the Treasury’s Specially Designated and Blocked Persons List.

You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.

By accessing or using the Platform, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Moreover, by accepting these Terms you confirm that you are responsible for anything that occurs when anyone is using a device on which you enabled access to the Platform.

2. Prohibited uses

When using the Platform, no User is allowed to:

• interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
• violate any Applicable Laws (i.e., local, state, national or international) or any regulations having the force of law, or which would involve proceeds of any unlawful activity;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other Users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
• obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the Content posted on the Platform, or to collect information about its Users for any unauthorized purpose;
• access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or Services; or
• as well as to perform any other acts not mentioned above in violation of applicable local, state, national and international laws.

Any attempt to intentionally harm DwellFi by any person is a violation of criminal and civil laws. DwellFi reserves the right to seek damages from such persons to the fullest extent permitted by law.

3. KYC and AML Requirements

DwellFi expressly prohibits and rejects the use of the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various applicable laws, regulations and norms. To that end, the Services are not offered to individuals or entities on any PEP lists, or subject to any United States, European Union or other global sanctions or watch lists.

ALL USERS ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT DWELLFI MAY REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS.

DwellFi will maintain a stance of cooperation with law enforcement authorities globally and will not hesitate to terminate Users’ access to the Platform on the basis of the legal mandate, if it is technically possible.

IV. SPECIFIC TERMS RELATED TO ADVANCED SERVICES

1. Dwell AI

For the terms, risks, and disclaimers governing our Dwell AI services for various functions such as the use of artificial intelligence to streamline and optimize fund operations for private funds and fund administrators, please refer to our General AI Disclaimer.

2. Dwell Tokenization

The tokenization capabilities provided by DwellFi are solely provided as a method for creating digital records of real-world assets with enhanced security and privacy of the information therein. Our tokenization tool is sold as a digital product, similar to downloadable software, digital bookkeeping, and the like.

THE TOKENIZED RECORDS ARE NOT SECURITIES, ARE NOT REGISTERED WITH ANY GOVERNMENT ENTITY AS THE SECURITY, SHALL NOT BE CONSIDERED AS SUCH, ARE NOT INTENDED TO BE A DIGITAL CURRENCY, COMMODITY OR ANY OTHER KIND OF FINANCIAL INSTRUMENT, AND DO NOT REPRESENT ANY SHARE, STAKE OR SECURITY OR EQUIVALENT RIGHTS INCLUDING, BUT NOT LIMITED TO, ANY RIGHT TO RECEIVE FUTURE REVENUE.

THE TOKENIZED RECORDS ARE NOT INVESTMENTS, CURRENCIES, SECURITIES, COMMODITIES, AND NOT DERIVATIVES WITH VALUE BASED ON A CURRENCY, SECURITY, COMMODITY OR ANY OTHER KIND OF FINANCIAL INSTRUMENT.

THE TOKENIZED RECORDS ARE NOT INTENDED TO BE MARKETED, OFFERED FOR SALE, EXCHANGED, SOLD, OR TRADED IN ANY JURISDICTION WHERE THEY ARE PROHIBITED BY APPLICABLE LAWS OR REQUIRE FURTHER REGISTRATION WITH ANY APPLICABLE GOVERNMENTAL AUTHORITIES.

DwellFi does not intend the tokenized records to be traded on any cryptographic exchanges/trading platforms, and does not give any warranties or representations that the tokenized records will be exchangeable on any cryptographic exchanges/trading platforms now or in the future, or the legality of engaging with such exchanges in any jurisdiction.

You MUST seek independent legal advice concerning the legality of the usage of tokenized records, particularly if they are intended to be used for purposes other than keeping digital records of data on the Blockchain.

For avoidance of any doubt, these Terms do not constitute a prospectus of any sort, are not a solicitation for investment, do not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.

V. RISK FACTORS

You acknowledge the following serious risks to any use of the Website or the Services or Platform and expressly agree to not hold us or any of our personnel liable should any of the following risks occur:

Risk of unplanned maintenance. We will try our best to schedule all our maintenance activities related to the Platform outside of typical working hours to avoid interruption of service. Moreover, while DwellFi will provide you with ample notice about all planned/ scheduled maintenance activities or downtime, there may be a possibility that we may have to undertake critical, unplanned maintenance which may affect your access to the Platform. During such activities, you may not be able to access some or all of the features of the Platform.

Risk inherent to Blockchain networks. Blockchain protocols present their own risks of use. The underlying Blockchain network is open source, such that anyone can use, copy, modify, and distribute it. There exists no guarantee of the functionality, security, or availability of that software and networks, and the underlying networks are subject to sudden changes in operating rules which may materially affect the Services. Blockchain-based transactions are irreversible.

Risk of Blockchain network attacks. Any Blockchain used for the Services may be susceptible to mining attacks, including but not limited to, double-spend attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services and the Platform.

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

Risk related to the Company. Our Platform continues to be developed. Any events or circumstances which adversely affect DwellFi may have a corresponding adverse effect on the Platform that is being developed, including but not limited to the development, structuring or functioning of the Platform. We may be materially and adversely affected if we fail to effectively manage our operations as the Platform develops and evolves, which would have a direct impact on our ability to develop the Platform and/or develop and structure the Platform.

Risk of dependencies on data centres. The infrastructure network of the Company may be established in whole or in part through servers which are owned and/or housed by third parties and/or servers that we may rent at data centres facilities of third parties. If we are unable to renew our data facility leases on commercially reasonable terms or at all, we may be required to transfer its servers to a new data centre facility and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures or unplanned maintenance. Additionally, the third-party providers of such facilities may suffer a breach of security as a result of employee error, malfeasance or otherwise, and an unauthorized person/entity may obtain access to the data in such servers. We or the providers of such facilities may be unable to anticipate these techniques or implement adequate preventive measures.

Risk of changing global market conditions. The suppliers on which we rely for Blockchain, KYC/accreditation services, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on our operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant, adverse impact on our business, financial condition and results of operations.

Risk of regulatory actions in one or more jurisdictions. The Website or Services could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of DwellFi to continue to develop the Website or Services, or which could impede or limit your ability to use the Website or Services.

Risks associated with new and evolving laws. The Website, Service and Platform, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting DwellFi could be enacted. As the Website, Service, and Platform evolve, we may be subject to new laws, and the application of existing laws to us might change which may negatively impact our business.

VI. DATA PRIVACY

All information we collect on this Platform is subject to our Privacy Policy. By using the Website, Service and/or Platform, you consent to all actions we take with respect to the information you provide and our collection and use of your personal information as set forth in our Privacy Policy. Our Privacy Policy also details your rights with respect to where you are located. By using the Platform, you consent to our collection and use of personal data as outlined therein.

VII. PROPRIETARY RIGHTS

DwellFi’s intellectual property rights

The Website and Platform are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on our Website and Platform and the trademarks, service marks, and logos contained therein are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the applicable jurisdiction, international copyright laws, and international conventions.

Except as expressly authorized by DwellFi, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or our Website, in whole or in part. In connection with your use of the Platform, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Platform. Nothing in this Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of DwellFi’s trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of DwellFi’s trademarks will inure to our exclusive benefit.

Any rights not expressly granted herein are reserved by DwellFi.

VIII. THIRD-PARTY MATERIAL

Under no circumstances will DwellFi be liable in any way for any Content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any such Content. You acknowledge that DwellFi does not pre-screen Content, but that DwellFi and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Platform without prior notice.

Without limiting the foregoing, DwellFi and its designees will have the right to remove any Content that violates these Terms or is deemed by Platform, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content and the purchase of any Token, including any reliance on the accuracy, completeness, or usefulness of such Content.

IX. COPYRIGHT COMPLAINTS

DwellFi respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify DwellFi of your infringement claim in accordance with the procedure set forth below.

DwellFi will process and investigate notices of alleged infringement and will take appropriate actions under the applicable intellectual property laws of the United States with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to support@dwell.fi (Subject line: “Infringement Notice”).

X. THIRD-PARTY SERVICES

The Services may include Third-Party Services or contain links to Third Party Services. You understand that Third-Party Services are the responsibility of the third party that created or provided it and acknowledges that the use of such Third-Party Services is solely at your own risk.

DwellFi makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness.

All intellectual property rights in and to Third-Party Services are the property of the respective third parties.

XI. MODIFICATIONS TO THE PLATFORM

We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that DwellFi will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

BY ACCEPTING THESE TERMS YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY AWARE THAT THE COMPANY RESERVES THE SOLE RIGHT TO DECIDE IF, WHEN AND TO WHAT EXTENT IT WILL IMPLEMENT THE SERVICES ON THE PLATFORM AND THAT YOU WILL NOT HOLD ANY CLAIMS AGAINST THE COMPANY IN THIS REGARD.

XII. NO FINANCIAL AND LEGAL ADVICE

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

Before executing any transaction, you should consult with your independent financial, legal, or tax professionals. DwellFi will not be liable for the decisions you make through the Platform.

XIII. OTHER LEGAL TERMS

You agree to release, indemnify and hold Indemnitees harmless from any and all losses, damages, and expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury arising out of or relating to your use of the Platform, your connection to the Platform, your violation of these Terms or your violation of any rights of another.

Disclaimer of warranties

We shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DWELLFI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

DWELLFI MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DWELLFI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY ASSET, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DWELLFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL DWELLFI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID DWELLFI IN THE LAST SIX (6) MONTHS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

XIV. TERMINATION RIGHTS

You agree that DwellFi, in its sole discretion, may suspend or terminate use of the Platform and remove and discard any Content within the Platform, for any reason, including, without limitation, for lack of use. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. You agree that any termination of access to the Platform under any provision of this Terms may be effected without prior notice, and acknowledge and agree that DwellFi may immediately deactivate or delete your files related to the Services. Further, you agree that DwellFi will not be liable to you or any third party for any termination of your access to the Platform.

We do not get involved with User disputes. You agree that you are solely responsible for your interactions with any other Users in connection with the Platform and DwellFi will have no liability or responsibility with respect thereto. DwellFi reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

XV. LEGAL DISPUTES

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

You also agree not to participate in claims brought in by a private attorney or representative capacity, or consolidated claims involving another person, if DwellFi is a party to the proceeding. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from the Terms and the remaining obligations relating to arbitration shall continue in full force and effect.

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT. IF THE CLASS ACTION WAIVER REFERRED TO ABOVE IS FOUND TO BE UNENFORCEABLE, THAT PROVISION WILL BE DEEMED INVALID AND REMOVED FROM THE TERMS, AND THE REMAINING OBLIGATIONS WILL CONTINUE IN FULL FORCE AND EFFECT.

XVI. MISCELLANEOUS LEGAL TERMS

These Terms constitute the entire agreement between you and DwellFi and govern your use of the Platform, superseding any prior agreements between you and DwellFi with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party Content or third-party software. These Terms will be governed by the laws of California without regard to its conflict of law provisions. With respect to any disputes or claims you and DwellFi agree to submit to the court of California.

The failure of DwellFi to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may not assign these Terms without the prior written consent of DwellFi, but DwellFi may assign or transfer these Terms, in whole or in part, without any restriction at any time.

The section titles in these Terms are for convenience only and have no legal or contractual effect. The Platform may provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Platform.

XVII. SEVERABILITY

If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Version: 2.0 Last updated on: October 25, 2023