**TERMS AND CONDITIONS**

**Last updated June 1, 2024**

1. **AGREEMENT TO TERMS**



These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You”) and BarnacleAI, operated by BarnacleAI LLC and its subsidiaries, affiliates, licensees, and/or licensors (“Company”, “we”, “us”, or “our”), concerning your access to and use of the https://barnacleAI.com website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). By accessing, downloading, using, or clicking on “I agree” to accept any services provided by the Company, you agree that you have read, understood, and agree to be bound by all of these Terms and Conditions as well as our Privacy Policy. In addition, when using some features, you may be subject to specific additional terms and conditions applicable to those features. If you do not agree with all of these terms of use, then you are expressly prohibited from using the site and you must discontinue use immediately. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is 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 law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

2. **PROVIDED SERVICES**


The Site provides an intermediary service, connecting users with cryptocurrencies. You are invited to connect all your wallets and exchanges to BarnacleAI and create a DeFi wallet, which allows you to buy, sell, swap, track, and earn on crypto from one interface. However, BarnacleAI is not acting as a platform on which a user may purchase, sell, and/or swap cryptocurrencies, but is acting as an intermediary for users to access crypto. Services provided by BarnacleAI shall not be considered as investment, financial, and/or trading advice, and you shall not regard any of its content as such.

3. **INTELLECTUAL PROPERTY RIGHTS**


Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) 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 United States and other jurisdictions, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

4. **USER REPRESENTATIONS**


By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

5. **USER REGISTRATION**


You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

6. **FEES AND PAYMENT**


You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments will be made in the currency of the country where you are located. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

7. **FREE TRIAL**


We offer a free trial to new users who register with the Site. The account will be charged according to the user’s chosen subscription at the end of the free trial.

8. **CANCELLATION**


You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services, please email us at support@barnacleAI.com.

9. Prohibited Activities


You agree not to use BarnacleAI for any purposes other than those explicitly provided by us. The platform is not to be utilized for commercial activities unless expressly approved by us. As a user of BarnacleAI, you agree to:

10. BarnacleAI Rewards Program


BarnacleAI reserves the right to void, cancel, or remove any earned or accumulated virtual currencies ("Points") from a user's account at any time and without prior notice if there is a suspicion of fraudulent activity, suspicious behavior, or any violation of the Terms and Conditions. Users acknowledge that BarnacleAI's decision in such matters is final and binding.

11. User Generated Contributions


Users may have the opportunity to create, submit, or post content ("Contributions") on BarnacleAI. By doing so, users represent and warrant that their Contributions comply with the Terms of Use, including: - Ensuring that Contributions do not infringe upon any third-party rights. - Having the necessary licenses, rights, and permissions to use and authorize the use of Contributions by BarnacleAI and other users. - Obtaining consent from identifiable individuals featured in Contributions. - Ensuring that Contributions are accurate, truthful, and not misleading. - Avoiding unsolicited advertising, promotional materials, or other forms of solicitation. - Ensuring that Contributions are respectful and do not harass, intimidate, or abuse others. - Complying with all applicable laws and regulations, including those concerning privacy and obscenity. Violation of these terms may result in termination or suspension of user rights.

12. CONTRIBUTION LICENSE


You and BarnacleAI agree that we may access, store, process, and use any information and personal data that you provide according to the terms of our Privacy Policy and your preferences (including settings). By submitting suggestions or other feedback regarding the BarnacleAI platform, you agree that we can use and share such feedback for any purpose without compensation to you. We do not claim any ownership over your Contributions. You retain full ownership of all your Contributions and any associated intellectual property rights or other proprietary rights. We are not liable for any statements or representations in your Contributions provided by you in any area on the platform. You are solely responsible for your Contributions to the platform and you expressly agree to release us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

13. MOBILE APPLICATION LICENSE


Use License If you access BarnacleAI via a mobile application, we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application except as permitted by applicable law; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue-generating endeavor, commercial enterprise, or other purposes for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is directly or indirectly competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application. Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access BarnacleAI: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

14. SUBMISSIONS


You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding BarnacleAI ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

15. THIRD-PARTY WEBSITES AND CONTENT


The BarnacleAI platform may contain (or you may be sent via the platform) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the platform or any Third-Party Content posted on, available through, or installed from the platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the platform or relating to any applications you use or install from the platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

16. ADVERTISERS


We allow advertisers to display their advertisements and other information in certain areas of the BarnacleAI platform, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the platform and any services provided on the platform or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the platform, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

17. SITE MANAGEMENT


We reserve the right, but not the obligation, to: (1) monitor the platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the platform.

18. TERM AND TERMINATION


These terms of use shall remain in full force and effect while you use the platform. Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the platform (including blocking certain IP addresses) to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use or participation in the platform or delete your account and any content or information that you posted at any time, without warning, in our sole discretion. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to