Terms and Conditions (“Terms”)

PART I: General Terms on Use of the Site and The Services

Jarsy, Inc., a company legally registered in the state of Delaware (inclusive of its affiliates, collectively referred to as "Jarsy"), owns and maintains this website ("Site"). These Terms of Service ("Terms") govern your access and use of the Site, including the ability to contact us regarding our business and access informational material if and as available from time to time (together with the Site, the "Services"). Our Privacy Policy, available at https://getjarsy.com/privacy-policy ("Privacy Policy"), governs our collection, processing, and transfer of any Personal Data (as such term is defined in the Privacy Policy). "You" means an individual visiting and/or using the Site and/or Services.

Please read these Terms carefully. By visiting our Site, you agree to be bound by these Terms, as they may be amended from time to time. Your continued use of the Site following any update shall be deemed acceptance of any such amended or updated terms.

1. Use of Services

1.1. Subject to these Terms, Jarsy allows you to access and use the Services on a non-exclusive basis for informational purposes.

1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (b) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Services.

2. User Content

Through the Services, you will be able to submit your name, email address, and inquiry content ("User Content"). If you choose to provide any User Content, you represent and warrant that:

(i) The User Content is yours, and you have the right to provide such User Content;

(ii) The provision of such User Content will not violate any law; and

(iii) It will not violate any third-party rights.

3. Use Restrictions

You may not do or attempt to do or facilitate a third party in doing any of the following:

(1) Decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Services without our prior written authorization, including framing or mirroring any part of the Services.

(2) Circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict the use or copying of any content.

(3) Use the Site, Services, or content thereon in connection with any commercial endeavors in any manner except for the purposes expressly set forth in these Terms.

(4) Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site or Services.

(5) Use the Site, Services, or content thereon in any manner not permitted by these Terms or applicable law.

4. Intellectual Property

4.1. Jarsy, its affiliates or its licensors, as the case may be, have all rights, titles, and interests in the Site, Services, and any content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit, or otherwise use the content of the Site or the Services for any purpose. You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Site or the Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Jarsy or any third party. If you provide Jarsy with any feedback regarding any content on the Site or the Services, Jarsy may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

4.2. You have all rights, titles, and interests in the User Content you submit. By submitting any User Content, you grant Jarsy and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license under any of your intellectual property, moral, or privacy rights to use, copy, or distribute such User Content on, through, or in connection with the Site, such as to respond to your inquiries, contact you, or for marketing purposes.

5. Disclaimers and Disclaimer of Warranty

5.1. The information contained on the Site is not intended to solicit you to purchase any financial product directly from us. Tokens will only be made available to the “invite-only” family and friends investors of Jarsy, and of Jarsy’s owners, directors, officers, managers and executives.

5.2. All information and content posted on the Site are for informational purposes only, and Jarsy provides no guarantees with respect thereto. Your use of the Site and/or Services is at your sole discretion and risk. The Services and any content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that the Services will be of good quality or useful for your needs.

5.3. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, SERVICES, OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE AND/OR SERVICES; (II) THAT THE SITE OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY CONTENT OR INFORMATION PROVIDED.

5.4. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

6. Limitation of Liability

6.1. Without derogating from any of the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to or alteration of any content of the Site or of the Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, and any injury or damage to any person's property, including mobile device or computer, resulting from the conduct of any users of the Services, whether online or offline. Additionally, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf, and you hereby represent and warrant that you are solely responsible for any and all data provided to Jarsy, including any incorrect data, and you shall assume any and all liability for any consequences of the provision of such incorrect data to us.

6.2. IN NO EVENT SHALL JARSY OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SIEE OR THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT JARSY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

7. Indemnification

You agree to indemnify, defend, and hold harmless Jarsy and its employees, directors, officers, subcontractors, and agents (the “Indemnified Parties”) against any and all claims, damages, costs, losses, liabilities, or expenses (including reasonable court costs and attorney’s fees) that arise directly or indirectly from (a) breach of these Terms by you or anyone using your computer and/or mobile device; (b) any claim, loss, or damage experienced from your use or attempted use of (or inability to use) the Site or Services; (c) your violation of any law or regulation relating to the Site or Services; (d) your infringement of any right of any third party.

8. Third-Party Content

The Site may provide you with third-party links to websites, applications, and services. We make no promises regarding any content, goods, or services such third parties provide, and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for the privacy policies of such third parties. We do not endorse any products offered by third parties, and we urge our users to exercise caution when using third-party websites or applications.

9. No Class Action Allowed

9.1. Individual Claims Only

All disputes, claims, or controversies arising out of or relating to your use of Jarsy's services, including any transactions conducted through the platform, must be resolved on an individual basis. You agree that you will not bring or participate in any class action or other representative proceeding against Jarsy.

9.2. Waiver of Class Action Rights

By agreeing to these terms, you waive any right to pursue any claims against Jarsy on a class action or consolidated basis or in a representative capacity. You also waive any right to join or consolidate your claims with those of any other individual or entity, whether in litigation, arbitration, or any other proceeding.

9.3. No Collective Relief

You acknowledge and agree that only individual relief is available in disputes. Any relief awarded cannot affect other users of Jarsy's services.

9.4. Severability

If any portion of this "No Class Action Allowed" clause is found to be unenforceable or invalid, that portion shall be severed, and the remainder of the clause shall continue to be enforceable to the fullest extent permitted by law.

9.5. Agreement to Arbitrate

To the extent that arbitration is available and elected by either party, you agree to arbitrate all disputes, claims, or controversies on an individual basis as specified under the arbitration agreement in Jarsy's terms of service.

9.6. Changes to This Clause

Jarsy reserves the right to amend this "No Class Action Allowed" clause at any time. Any amendments or modifications will be communicated to users through official channels. Continued use of Jarsy's services constitutes acceptance of any changes to this clause.

10. Miscellaneous

These Terms shall be governed solely by the laws of the State of Delaware. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Jarsy or enables you to act on behalf of Jarsy. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between you and us pertaining to the subject matter hereof, and any and all other agreements existing between you and us relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided when contacting us.

PART II: Product Specific Terms

The Product Specific Terms below are additional terms that apply to your access to and use of the specific Products and/or Services identified below. The Product Specific Terms are incorporated by reference into and form a part of the Terms. Any capitalized terms not defined in the Product Specific Terms have the above meanings. In the event of any conflict between a provision in the General Terms and any applicable Product Specific Terms, the provision in the applicable Product Specific Terms will govern.

Jarsy does not advise investors to buy or sell any products. You should seek guidance from your legal, financial, tax, or other professional advisors. If the terms or sales announcement don't align with your expectations, it's advisable to refrain from participating in the sales.

The information within these terms is deemed confidential and proprietary to Jarsy and provided to you exclusively for confidential use. Please refrain from distributing this document or discussing its contents without prior written permission from Jarsy. Furthermore, any potential purchase of tokens should be thoroughly evaluated through your due diligence process, considering all associated risks and merits.

It's important to note that these terms may not encompass every detail you seek, and additional research may be necessary. Moreover, any acquisition or transfer of tokens must comply with the eligibility and transfer restrictions outlined herein to avoid invalidation.

These terms do not constitute an offer or solicitation to buy tokens where prohibited by law. They are current as of their publication date, and Jarsy disclaims any obligation to update or revise the information contained herein.

By accepting these terms and participating in the sales, you are legally bound by their provisions and any related announcements. You are assumed to have thoroughly reviewed and comprehended the terms and associated risks, costs, and benefits.

1. Eligibility to Participate In Transactions (Disqualified Persons)

• You shall not participate in the acquisition or transaction (the “Transaction”) of any Tokens if applicable legal restrictions exist in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Transaction(s) is not prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by any applicable law, regulation, or rule in your country of residence or domicile.

• You are not eligible, and you are not to participate in the Transaction(s) if:

1. you are an individual who is a citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction, which includes being listed on any Office of Foreign Assets Control (OFAC) sanctioned lists and being located in or associated with any country or entity under OFAC sanctions;

2. you are a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction, or such entity was created to purchase unregistered securities, and the beneficial owners having majority control of the corporation are citizens of, domiciled in, and residents of an Excluded Jurisdiction; or

3. you are a person who is otherwise prohibited or ineligible in any way, whether in whole or in part, from participating in the Transaction(s) or such Transaction(s) are not permitted, restricted, or unauthorized in any form or manner whether in whole or in part under the laws, regulatory requirements, or rules in any jurisdiction applicable to you, at the time of your participation in the Transaction(s), collectively, the “Disqualified Persons.”

• You have been granted access to view these Terms because you have passed KYC and AML verification to Jarsy's satisfaction. Only participants who are not “Disqualified Persons” and have successfully passed KYC and AML verification shall be eligible to participate in the Transaction(s).

2. How Transactions Work

• Jarsy may accept payments (e.g., stablecoins) from users through one or more Transaction.

• Jarsy may, at its sole and absolute discretion, sell stablecoins (e.g., USDC) to purchase underlying assets. Each Transaction’s detailed terms and parameters shall be set forth in the Transaction Announcement.

• Announcements relating to the Transaction shall be posted and made available to you on the Site containing terms and parameters for specific Transaction (“Transaction Announcement”).

• You agree and acknowledge that it is your responsibility to stay informed of any Transaction and the details of any Transaction Announcement, including any changes and amendments by Jarsy to such Transaction Announcement. We shall not be liable if, for any reason, you are not made aware of the occurrence of any Transaction or Transaction Announcement or any changes or amendments in relation thereto.

3. Delivery of Tokens and Rights of Tokens Holders

• Jarsy shall, on a best commercially reasonable efforts basis, deliver Tokens for Valid Requests, to the Jarsy compatible Wallet address registered in your Transaction Account, on a date falling no later than the post Transaction Settlement Date or such other later date as may be announced by Jarsy in an Transaction Announcement. Tokens shall be deemed to be received by you upon validation and verification of receipt of Tokens in your Jarsy compatible Wallet Address.

• The delivery of the Allocated Tokens to you in accordance with the preceding Section shall be subject to your continued compliance with these Terms.

• You understand and expressly accept that Tokens are “UNDER DEVELOPMENT” and will be created and delivered to you on an “AS IS” basis and without any express or implied representation or warranty, except as expressly provided herein. Jarsy and the Indemnified Parties expressly disclaim all implied warranties as to Tokens, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Jarsy and the Indemnified Parties do not represent or warrant that Tokens will be reliable, current or error-free, or will meet your requirements, or that defects in Tokens will be corrected. Jarsy and the Indemnified Parties cannot and do not represent or warrant that the delivery mechanism for Tokens will be free of viruses or other harmful components. The risk of loss in acquiring, holding, and trading digital assets and rights therein, including tokens, can be immediate and substantial. there is no guarantee against losses from participating in the Transaction. you should therefore carefully consider whether transacting or holding digital assets is suitable for you in light of your financial condition.

• No warranties are given regarding the availability, transferability, or tradability of Tokens on any cryptocurrency exchange, which shall not be construed, interpreted or deemed by you as an indication of the merits of Jarsy, and of Jarsy’s communication materials or any Tokens provided by Jarsy.

• Holders of Tokens may use Tokens to access certain functions within the Jarsy Platform as described in the Whitepapers and Tokens shall carry no other rights, express or implied, in relation to you, to Jarsy, or to any other person or entity.

• To the extent that Jarsy determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with the Transaction(s) under these Terms, you shall provide such information promptly upon such request in such form or manner as Jarsy may require, and you acknowledge and accept that Jarsy may refuse to accept any Requests or withhold delivery of Tokens to you until such requested information has been provided to the satisfaction of Jarsy.

4. Cancellations and Refund of Transaction

• Notwithstanding anything in these Terms to the contrary, Jarsy reserves the right, in its sole and absolute discretion, to reject any Valid Requests or abort a Transaction at any time after your acceptance of these Terms and prior to the delivery of Tokens on the post Transaction Settlement Date. Jarsy further reserves the right, in its sole and absolute discretion, to treat the Sale(s) and any Requests or Valid Requests therein as being invalid, notwithstanding any delivery of Tokens which may have been effected, in the case where there is any change in any applicable law, regulation, or rule after such delivery which prohibits, restricts, curtails, hinders, impairs, or otherwise adversely affects the Transaction and delivery of Tokens to you to any extent.

• Jarsy reserves the right, in its sole and absolute discretion, to reject any Valid Requests by you at any time after your acceptance of these Terms and prior to the delivery of Tokens on the post Transaction Settlement Date in the event that you become a Disqualified Person or you become prohibited or ineligible in any way, whether in full or in part, from participating in the Transaction.

• In the event of any such rejection of your Requests or Valid Requests, abortion of the Transaction(s), or completed Transaction(s) being treated as invalid, where you have made any transfer of any accepted digital asset (e.g., USDC) for such rejected Valid Requests or such Valid Requests which is the subject of the aborted Transaction or a reason for the completed Transaction being treated as invalid (as the case may be), you acknowledge and agree that in the case of a transfer of an accepted digital asset, your transfer of an accepted digital asset to the Designated Address has been validated and verified on the relevant blockchain as successful and complete,

• Jarsy may, notwithstanding any provision in these Terms, elect in its sole and absolute discretion to provide a refund in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you.

5. Representations and Warranties

• By accepting these Terms, you represent and warrant to Jarsy the following.

1. You are acquiring the Tokens for investment for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof.

2. You do not presently have any intention, contract, undertaking, agreement, or arrangement with any Person to sell, Transfer, or grant participations to such Person or any third Person, with respect to any of the Token.

3. You have not been formed for the specific purpose of acquiring the Tokens.

4. You are the sole owner and in control of the Designated Address, and no person other than you has any right, title, or interest in or to the Designated Address.

5. You acknowledge that you have sufficient knowledge and experience in financial, business and technology matters, including a sufficient understanding of blockchain technology, the Consensus Rules, blockchain protocol governance, the Designated Blockchain, the Designated Blockchain Client, the Designated Blockchain Network, blockchain tokens and other similar digital assets, smart contracts, decentralized protocols, transactional scripts and other similar blockchain-based software and digital wallets.

6. You have been provided an opportunity to discuss and review information to evaluate the Tokens and have been provided an opportunity to obtain any additional information concerning the foregoing to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and have been given the opportunity to ask questions of, and receive answers from, the Company concerning the Tokens, including their expected features, functions and limitations; and, without prejudice to the foregoing, the Purchaser is aware of the risks associated with the purchase of the Tokens hereunder.

7. Your purchase of the Tokens complies with applicable laws and regulations in your jurisdiction.

• You understand that regulatory authorities in the United States consider transactions in the Tokens as securities transactions under current U.S. law. As such, you and Company have elected to comply with the exemption framework provided for by Rule 902 et seq. of Regulation S (“Regulation S”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) in connection with the purchase of Tokens to ensure compliance, if deemed applicable, with the Securities Act.

6. Taxes

• All amounts that you transfer as consideration for your Valid Requests for Tokens shall be exclusive of all taxes that are applicable to your purchase of, receipt and holding of Tokens in any jurisdiction ("Payable Tax").

• You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

• Jarsy shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

• Jersy generates K-1 forms, which are known as Schedule K-1. A K-1 is a tax document used in the United States to report the income, deductions, and credits allocated to partners in partnerships, members of limited liability companies (LLCs).

7. Token Transfer

• Notification of Transfer

  1. When the specific tokens become eligible for transfer pursuant to the governing documents applicable to such tokens, the current token owner ("Transferor") must inform the new token owner ("Transferee") about the requirement to register with Jarsy. This registration is essential for Jarsy to update its records and issue the necessary K-1 forms to the appropriate parties.

• Registration of New Token Owners

  1. Transferee Registration: Upon receiving the tokens, the Transferee must complete the registration process with Jarsy. This registration includes providing all necessary personal and financial information for Jarsy to issue K-1 forms accurately.

  2. Information Required: The Transferee must provide, but is not limited to, the following information:

     • Full legal name

     • Social Security Number or Tax Identification Number

     • Mailing address

     • Contact information

     • Any other information required by Jarsy for tax reporting purposes

• Issuance of K-1 Forms

  1. Responsibility for Notification: If the Transferee fails to register with Jarsy, the Transferor remains responsible for the notification. Jarsy will continue to issue K-1 forms to the Transferor until the Transferee completes their registration.

  2. Continuation of K-1 Issuance: If the Transferee does not register with Jarsy, K-1 forms will be issued to the Transferor for all transactions related to the transferred tokens. The Transferor will be responsible for any tax obligations and reporting requirements associated with these K-1 forms.

• Compliance and Enforcement

  1. Audit and Verification: Jarsy reserves the right to audit token transfers and verify the registration status of new token owners. Failure to comply with this policy may result in the suspension of token-related activities or other appropriate actions.

  2. Indemnification: The Transferor agrees to indemnify and hold Jarsy harmless from any and all claims, liabilities, or damages arising from the failure to notify the Transferee or the Transferee’s failure to register with Jarsy.

• Amendments

  • Jarsy reserves the right to amend this policy at any time. Changes will be communicated to all token holders through official channels, and it is the responsibility of the token holders to stay informed of any updates.

8. Service Fees

Jarsy shall charge transaction fees, gas fees, yield carry, and other fees, as the case may be, as defined and at a rate stipulated in the Subscription Agreement and/or Operating Agreement applicable to you. In general:

• Transaction Fees: Jarsy shall charge transaction fees for various actions performed on the platform, including but not limited to, buying, selling, swapping, and transferring digital assets. These transaction fees are designed to cover the costs associated with processing transactions on the platform and maintaining its infrastructure. The specific transaction fees applicable to each action shall be clearly outlined on the platform and may vary depending on factors such as the type and size of the transaction.

• Gas Fees: In addition to transaction fees, users may be subject to gas fees when executing transactions on blockchain networks. Gas fees represent the cost of computational resources required to execute smart contracts and process transactions on the underlying blockchain. Jarsy shall endeavor to minimize gas fees where possible, but users should be aware of and prepared to cover these fees when interacting with the platform.

• Yield Carry: Jarsy may charge yield carry fees on certain investment products or services offered on the platform. Yield carry fees represent a share of the returns generated by investment activities conducted on behalf of users. These fees compensate Jarsy for the management and performance of investment portfolios and strategies aimed at generating yield for users. The specific yield carry fees applicable to each investment product or service shall be disclosed to users prior to their participation.

• Other Fees: Jarsy reserves the right to charge other fees deemed necessary for the operation and maintenance of the platform. These may include but are not limited to, withdrawal fees, account maintenance fees, and subscription fees for premium services. Any such fees shall be clearly communicated to users, and their applicability shall be subject to users' consent and acceptance of the terms and conditions governing the use of the platform.