Platform Terms of Use​

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 5 OF THIS DOCUMENT LIMITS CAVALRE’S LIABILITY TO YOU. SECTION 6 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

CAVALRE PLATFORM TERMS OF USE

Last Modified: August 15, 2023

These CavalRe Platform Terms of Use (the “Platform Terms”) are entered into by and between you (acting in your personal capacity or capacity as an employee or other representative of your company or other entity, if applicable) (“you”) and CavalRe Inc., a Delaware corporation having a place of business at 440 N. Wolfe Rd., Suite #T2002, Sunnyvale, CA 94085 (“CavalRe”, “we” or “us”). These Platform Terms govern your access to and use of CavalRe’s “Multiswap” AMM Platform (“Platform”), made available on https://caval.re/, or any other website or mobile application (collectively, the “Platform”). Your use of the Platform is also explicitly subject to the terms of use for the Website, available at https://caval.re/terms (the “Website Terms”), which are hereby incorporated into these Platform Terms. Please read these Platform Terms and the Website Terms carefully before you start to use the Platform. By clicking to accept or agree to these Platform Terms, or by accessing or using the Platform you accept and agree to be bound by these Platform Terms and the Website Terms. If you do not want to agree to these Platform Terms or the Website Terms, you must not access or use the Platform. You acknowledge that these Platform Terms and the Website Terms contain legally binding terms and conditions that affect your legal rights and remedies.

You understand and agree that to use and access certain other parts of the Website, CavalRe may require that you agree to additional terms and conditions. In the event of any conflict between provisions in these Platform Terms and those in such additional terms and conditions (including provisions in the Website Terms), the provision that is more protective of CavalRe will apply.

1. PLATFORM ACCESS

1.1 Platform. The Platform made available by CavalRe is a single-pool, multi-asset, self-financing, and on-chain automated market maker (AMM) platform, that will hold certain pre-specified crypto-tokens and stablecoins (“Digital Assets”). Each Digital Asset is assigned a pre-determined weightage for purpose of swaps and trades executed on the Platform to achieve a pre-specified rebalancing strategy based on “smart-contracts.” The mix of Digital Assets to be held and made available for trades and swaps on the Platform, the assigned weightage of such Digital Assets, and the underlying rebalancing strategy for the Platform is further described in the technical paper available at https://docs.caval.re/, as updated from time to time in CavalRe’s sole discretion (the “Whitepaper”).

1.2 Platform Access. You understand and acknowledge that we reserve the right to restrict your access to the Platform, at any time, in our sole discretion, and without notice. From time to time, we may restrict access to the Platform for certain users, or for individuals residing in certain jurisdiction (“Disallowed Users”). We may also disable your access to the Platform if we determine, in our sole discretion that you have violated any provision of these Platform Terms, or if your continued use may, in our sole opinion, causes an adverse impact to the availability or security of the Platform. We may require that to access the Platform you utilize certain third-party tools or technology, including certain third-party crypto-wallets capable of interfacing with the Platform to deposit or withdraw Digital Assets to or from the Platform. Your use of the Platform may also be subject to the terms of use for any such third-party tools or technology.

1.3 Platform Communications. CavalRe may provide certain communications to you regarding the Platform, or any trades or swaps conducted on the Platform, in electronic form, including e-mail, text messages, or other electronic messaging formats. You hereby consent to receiving such communications and agree that all terms and conditions, disclosures, or agreements provided by CavalRe electronically satisfy any legal requirement such communications would satisfy if they were provided in non-electronic writing.

1.4 Modifications; Withdrawal. CavalRe reserves the right, in its sole discretion, with or without notice, to (a) withdraw or amend the Platform, and any service or material provided on the Platform, (b) modify, disable or discontinue access to the Platform at any time, with or without cause or good reason, (c) limit or restrict access to the Platform by any Disallowed User; or (d) refuse to process any transaction requested by you through the Platform. CavalRe will not be liable to you for any losses or damages you incur due to any changes to, or removal of, any functionality on the Platform, or CavalRe’s refusal to process any transactions requested by you on the Platform.

Further, we reserve the right to change these Platform Terms at any time upon notice. We may give notice by posting the updated Platform Terms on the Platform landing page or elsewhere on the Website, or by any other reasonable means. You can review the most current version of these Platform Terms at any time at https://caval.re/terms. The version of the Platform Terms in effect at the time of your use of the Platform applies to such use. The updated Platform Terms are binding on you with respect to your use of the Platform on or after the date indicated in the updated Platform Terms. If you do not agree to the updated Platform Terms, you must stop using the Platform. Your continued use of the Platform after the date of the updated Platform Terms will constitute your acceptance of the updated Platform Terms.

2. CAVALRE TOKENS

2.1 CavalRe Tokens. You may acquire liquidity provider tokens issued by CavalRe (the “CavalRe Tokens”) by making deposits of certain Digital Assets to the Platform using a crypto-wallet address, in accordance with the framework further described in the Whitepaper. The receipt or purchase of CavalRe Tokens by you through any means other than pursuant to these Platform Terms is not sanctioned or agreed to in any way by CavalRe. CavalRe Tokens represent a proportional part of the cumulative value of all the Digital Assets currently held in a particular asset pool on the Platform, based on the value of the deposit of Digital Assets made by you. Your ownership of the CavalRe Tokens also entitles you to receive a portion of the transaction fees earned by the applicable pool because of each swap or trade of Digital Assets executed by any user in that pool, which will be paid out in CavalRe Tokens. CavalRe Tokens may be transferred to other users of the Platform who are not Disallowed Users, or may be traded on or staked in certain other platforms that allow trading in digital assets. CavalRe Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, express or implied, other than those described in these Platform Terms or other documentation made available on the Website by CavalRe. THE CAVALRE TOKENS ARE NOT AN INVESTMENT, SECURITY, COMMODITY, A SWAP ON CURRENCY, OR ANY OTHER KIND OF FINANCIAL INSTRUMENT.

2.2 Token Trades. The Platform may permit you to swap, trade, or redeem CavalRe Tokens against other Digital Assets currently held on the Platform with other users on the Platform who are not Disallowed Users.

2.3 No Other Claim or Ownership Interest. You understand and acknowledge that your ownership of any CavalRe Tokens: (a) does not provide you with rights of any form with respect to CavalRe or its revenues or assets, including, but not limited to, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other legal rights; (b) is not a loan to CavalRe; and (c) does not provide you with any ownership or other interest in CavalRe.

2.4 Tax Consequences. You acknowledge, understand, and agree that: (a) the purchase and receipt of CavalRe Tokens may have tax consequences for you; (b) you are solely responsible for compliance with your tax obligations; and (c) CavalRe bears no liability or responsibility with respect to any tax consequences to you. Any fees generated or incurred through your use of the Platform shall be your sole responsibility to track, quantify, and account for.

3. REPRESENTATIONS AND WARRANTIES

Your use of the Platform and acquisition of the CavalRe Tokens are subject to the following representations, warranties, and covenants:

3.1 Authority. You have the requisite power and authority to agree to these Platform Terms, to purchase CavalRe Tokens, and to carry out and perform your obligations under these Platform Terms.

1. If you are an individual, you are at least eighteen (18) years old and of sufficient legal age and capacity to use the Platform and/or purchase CavalRe Tokens in your jurisdiction of residence.

2. If you are accessing the Platform on behalf of a legal entity, the legal entity is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business, and you are duly authorized to accept these Platform Terms and to purchase the CavalRe Tokens on its behalf.

   3.2 No Conflict. Your acceptance of these Platform Terms and performance hereunder will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time, of any contracts, organizational documents, any judgment, decree or order to which you are a party or that apply to you, or constitute a violation of any laws, regulations or rules applicable to you.

   3.3 No Consents or Approvals. Your acceptance of these Platform Terms and performance thereunder do not require any approval or other action from any third-party, including any governmental authority.

   3.4 Regulation D. Unless you are compliant with Section 3.5, you hereby represent, warrant, and undertake that you are an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and will provide such documentation and other evidence as may be requested by CavalRe to establish such status. You hereby represent that neither you nor anyone who is treated as a beneficial owner of the CavalRe Tokens under Rule 506(d) or Rule 506(e) of the Securities Act is subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act, and there is no proceeding or investigation pending or, to your knowledge, threatened by any governmental authority, that would reasonably be expected to become the basis for a disqualifying event. If you are accessing the Platform or acquiring CavalRe Tokens on behalf of a legal entity, you hereby make the foregoing representations with respect to such legal entity’s directors (or equivalent) and senior executive officers, and its affiliates and their respective directors (or equivalent) and senior executive officers.

   3.5 Regulation S. Unless you are otherwise compliance with Section 3.4, you hereby represent, warrant, and undertake that:

   1. at all times during your access to the Platform or purchase and possession of the CavalRe Tokens, you have been physically located outside of the United States of America; and

3. you are not otherwise a U.S. person or purchasing CavalRe Tokens for the account or benefit of a U.S. person or a person who is not otherwise a Non-U.S. Person. For the purpose of these Platform Terms, “U.S.” and “U.S. Person” are defined in Rule 902 of Regulation S of the Securities Act, and the term “Non-U.S. Person” means any person who is not a U.S. person under Regulation S, or is a Non-U.S. person under the U.S. Commodity Futures Trading Commission (“CFTC”) Regulation 4.7(a)(iv), except for any person under CFTC Regulation 4.7(a)(iv)(D) not otherwise qualified as a Non-U.S. Person. In addition, you agree and acknowledge that the CavalRe Token has not be registered under the Securities Act, or any state securities laws and, therefore, cannot be transferred unless registered under the Securities Act and applicable state Securities Laws or unless an exemption from such registration requirements is available. You understand that to comply with Regulation S as promulgated under the Securities Act, as amended, and other regulations, transfer of CavalRe Tokens to U.S. Persons and persons of other jurisdictions are limited. Your CavalRe Tokens may not be used, assigned, sold, traded, exchanged, or otherwise transferred to any person in a restricted jurisdiction until such jurisdiction is no longer restricted. Additional transfer restrictions may continue to apply to your CavalRe Tokens based on certain regulatory treatment in certain jurisdictions.

   3.6 Restrictions on Transfer. You hereby agree and acknowledge that your ability to transfer any CavalRe Tokens or to assign your other obligations under these Platform Terms is limited by, among other things, applicable Securities Laws. Further, any CavalRe Tokens delivered hereunder shall be subject to statutory resale restrictions under applicable Securities Laws, and you hereby represent, warrant and covenant that you will not resell, assign, pledge, give, transfer or otherwise dispose of the any CavalRe Tokens delivered hereunder or any interest therein, or make any offer or attempt to do any of the foregoing expect in compliance with such applicable Securities Laws. You hereby acknowledge that you are solely responsible (and that CavalRe is not in any way responsible) for such compliance, and you may not rely on any technical restrictions or features of the Platform to remain in compliance with applicable Securities Laws. You further acknowledge that no representations or warranties have been made by CavalRe regarding the applicable hold periods and transfer restrictions imposed by any applicable Securities Laws or other resale restrictions applicable to these Platform Terms or any CavalRe Tokens delivered hereunder.

   3.7 Knowledge of Platform Risks. You hereby acknowledge and agree that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your use of the Platform and/or purchase of CavalRe Tokens, including but not limited, to the matters set forth in these Platform Terms. Provision of the Platform by CavalRe under these Platform Terms is not intended to create any fiduciary duties between CavalRe and you or any third-party. You further acknowledge and agree that you can and agree to bear the risks associated with your use of the Platform, including loss of all amounts paid or deposited, loss of CavalRe Tokens, and liability to CavalRe and others for your acts and omissions, including without limitation, those constituting breach of these Platform Terms, negligence, fraud, or willful misconduct. Some potential risks related to use of the Platform and acquisition of CavalRe Tokens are listed in Schedule 1 (Risk Factors), and should be carefully considered by you prior to your use of the Platform or acquisition of any CavalRe Tokens.

   3.8 Access to Information. You hereby represent and warrant that in making the informed decision to acquire CavalRe Tokens, you have obtained sufficient information, and that you have not relied upon any third parties or upon any oral or written representations or assurances from CavalRe, its owners, directors, officers, employees, agents, or any other representatives of CavalRe, other than as expressly set forth in these Platform Terms. You are not relying on CavalRe or any of its owners, officers, counsel, employees, agents, or representatives for legal, investment or tax advice, and have sought independent legal, investment and tax advice to the extent you deem necessary or appropriate in connection with your decision to buy CavalRe Tokens. You hereby represent that CavalRe has provided the information reasonably necessary for your use of the Platform and for you to make an informed decision regarding acquisition of CavalRe Tokens. You further acknowledge that other buyers of CavalRe Tokens may have received different information than you regarding such purchase for various reasons, including because such other buyers may have asked additional questions of, or requested additional information from, CavalRe and its representatives.

   3.9 Funding; Payments.

   1. Funding. You hereby represent and warrant that the cryptocurrency, or other Digital Assets deposited by you into the Platform are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the CavalRe Tokens or proceeds from any transactions made on the Platform to finance, engage in, or otherwise support any unlawful activities.
4. Payments. All payments made by you on the Platform will be from a digital wallet that belongs to you, not be located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 *et seq*.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.

   3.10 No Brokerage Fees. You hereby represent and warrant that no broker, finder, or financial advisor has acted for you in connection with these Platform Terms or the transactions contemplated thereby, and no broker, finder or financial advisor is entitled to payment of any broker’s, finder’s, or financial advisor’s fee or other commission in respect thereof based in any way on any contract or arrangement with you.

   3.11 Miscellaneous Regulatory Compliance.

   1. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, you hereby represent that you comply and will comply with all anti-money laundering and counter-terrorism financing requirements.
5. Sanctions Compliance. You hereby represent that neither you, nor any person having a direct or indirect beneficial interest in you or the CavalRe Tokens being acquired by you, is the subject of sanctions administered or enforced by any country or government (collectively, “**Sanctions**”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions; including, the Afghanistan, Balkans, Belarus, Burma, Burundi, Cote D’Ivoire (Ivory Coast), Crimea, Magnitsky, Cuba, Democratic Republic of Congo, Ethiopia, Iran, Iraq, Lebanon, Liberia, Mali, Nicaragua, North Korea, Russia/Ukraine, Somalia, South Sudan, Sudan, Darfur, Syria, Venezuela, Yemen, and Zimbabwe or as otherwise amended or supplemented by the U.S. Treasury Department’s Office of Foreign Asset Control’s Sanctions Programs and Country Information pursuant to https://ofac.treasury.gov/sanctions-programs-and-country-information.
6. Foreign Buyers. You hereby represent and warrant that your use of the Platform and acquisition and/or possession of CavalRe Tokens, are and will continue to be in full compliance with the applicable laws in your jurisdiction of residence, including (a) the legal requirements within your jurisdiction for the purchase of the CavalRe Tokens, (b) any foreign exchange restrictions applicable to such purchase and the other transactions contemplated hereby, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the CavalRe Tokens.

4. DISCLAIMERS

   4.1 No Representation or Warranty. YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THAT YOUR USE OF THE PLATFORM AND ACQUISITION/POSSESSION OF THE CAVALRE TOKENS IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CAVALRE NOR ANY PERSON ASSOCIATED WITH CAVALRE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR CAVALRE TOKENS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, CAVALRE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. ANY AND ALL DIGITAL ASSETS THAT ARE PURCHASED, VALUED, TRANSFERRED, OR SWAPPED THROUGH THE PLATFORM ARE ON AN “AS IS” BASIS. AND CAVALRE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING ANY SUCH DIGITAL ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAVALRE DOES NOT REPRESENT OR WARRANT THAT THE PROCESS OF PURCHASING AND/OR RECEIVING THE CAVALRE TOKENS WILL BE UNINTERRUPTED AND/OR ERROR-FREE OR THAT THE CAVALRE TOKENS ARE RELIABLE AND/OR ERROR-FREE. AS A RESULT, YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU MAY NEVER RECEIVE THE CAVALRE TOKENS AND MAY LOSE THE ENTIRE AMOUNT YOU PAID FOR CAVALRE TOKENS OR OTHER DIGITAL ASSETS ON THE PLATFORM.

5. Limitation of Liability; Indemnification

5.1 Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CAVALRE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, “CAVALRE PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THESE TERMS OR YOUR USE, OR INABILITY TO USE, THE PLATFORM, OR ANY CONTENT MADE AVAILABLE ON THE PLATFORM, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE CAVALRE PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THESE PLATFORM TERMS OR YOUR USE OR INABILITY TO USE THE PLATFORM, ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH THE PLATFORM WILL NOT EXCEED (A) THE TRANSACTION FEES ACTUALLY PAID BY YOU TO CAVALRE UNDER THESE PLATFORM TERMS (EXCLUDING ANY TRANSACTION FEES AND SIMILAR FEES IMPOSED BY THIRD PARTIES) DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) IF NO SUCH TRANSACTION FEES ARE PAID BY YOU, A CUMULATIVE AGGREGATE AMOUNT OF \$50.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 5.1 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT, UNDER APPLICABLE LAW, BE EXCLUDED. If you are a California resident, you hereby waive California Civil Code §1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party.” This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to §1542 that governs your rights in the jurisdiction of your residence.

5.2 Indemnification. You will defend, indemnify, and hold harmless the CavalRe Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Platform Terms; (b) your use of the Platform or the CavalRe Tokens in a manner not contemplated by these Platform Terms; (c) any unauthorized use of the Platform or the CavalRe Tokens by you, (d) any inaccuracies in your representations or warranties, (e) your violation of any other party’s rights, such as their intellectual property or other proprietary rights, and laws related to privacy or information security, or the applicable law; or (f) your acts or omissions that are grossly negligent, unlawful, or that constitute willful misconduct.

6. Dispute Resolution

6.1 Arbitration and Governing Law. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THESE TERMS, THE PLATFORM, OR THE CAVALRE TOKENS, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING DELAWARE LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN SAN FRANCISCO, CALIFORNIA. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS‑ACTION BASIS. FURTHERMORE, UNLESS YOU AND CAVALRE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the Party seeking discovery. BOTH YOU AND CAVALRE HEREBY EXPLICITLY DISCLAIM YOUR RIGHTS TO A TRIAL BY JURY IN A COURT PROcEEDING.

6.2 Governing Law. These Platform Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions.

6.3 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS, THE PLATFORM, OR THE CAVALRE TOKENS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

7. MISCELLANEOUS PROVISIONS.

If any provision of these Platform Terms is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and CavalRe intend that the provisions of these Platform Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and CavalRe agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. CavalRe may assign these Platform Terms, in whole or in part, at any time with or without notice to you. You may not assign these Platform Terms or assign, transfer, or sublicense your rights, if any, to access or use the Platform or your ownership of the CavalRe Tokens, and any attempt by you to do so is void. CavalRe’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Platform Terms (including any incorporated terms such as the Website Terms) constitutes the entire agreement between you and CavalRe with respect to the Platform and the CavalRe Tokens. No one other than you and CavalRe, or CavalRe’s successors and assigns, will have any right to enforce any of these Platform Terms. Each party will be immune to claims of breach of these Platform Terms resulting from any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

* * *

SCHEDULE 1

RISK FACTORS

*Your use of the Platform and/or acquisition and ownership of CavalRe Tokens involves a high degree of risk. You should carefully consider the risks described below before deciding to access or use the Platform or acquiring any CavalRe Tokens. The risks described below are those currently known by us and specific to us. Additional risks and uncertainties not currently known to us or those that we view as immaterial may also adversely affect your use of the Platform or any investment in CavalRe Tokens. If any of these risks materialize you could lose part, or all the value used to purchase the CavalRe Tokens or any other Digital Assets on the Platform. Additional risks related to use of the Platform and the Website are listed in Section 10 of the Website Terms, and you should also carefully consider those prior to accessing or using the Platform or acquiring any Digital Assets on the Platform (including CavalRe Tokens).*

You should consult legal, financial, tax and other professional advisors or experts for further guidance before purchasing or accepting CavalRe Tokens or any other Digital Assets on the Platform. Further, you should consult your legal advisors with respect to the legality of your use of the Platform or any purchase or acceptance by you of CavalRe Tokens or any other Digital Assets.

Acquiring CavalRe Tokens is not recommended unless you have prior experience with cryptographic tokens, blockchain-based software, and distributed ledger technology and unless you have received independent professional advice.

RISKS RELATED TO YOUR USE OF THE PLATFORM

The Platform may change or be abandoned completely.

The Platform may fail to secure the critical involvement and cooperation of key participants. CavalRe and/or the Platform may be subject to actions by private parties with respect to intellectual property and other contractual matters. Federal, state and even international laws, regulations and/or rules applicable to technology industries, including but not limited to those regarding the blockchain technology may impact or constrain the design, implementation, and operation of the Platform. The Platform is still under development and may undergo significant changes over time. CavalRe may make changes to such features and specifications for any number of reasons, any of which may mean that the Platform does not meet your expectations. The development or future enhancement of the Platform may be abandoned for several reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects or departure of key personnel.

CavalRe may be forced to cease operations or take actions that result in the company’s dissolution.

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability by CavalRe to develop the product that it determines is necessary for the Platform or the CavalRe Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, CavalRe may no longer be viable to operate and the company may dissolve. This may make the Platform, or any future enhancements to the Platform, unavailable to you.

Buyers may lack sufficient information for monitoring the Platform.

You may not be able to obtain all information you would want regarding CavalRe, the CavalRe Tokens, or the Platform on a timely basis or at all. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred with respect to these matters. The information regarding the Platform or the CavalRe Tokens may be highly technical by nature. As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information about the Platform or the CavalRe Tokens.

The Platform is new and untested.

The Platform, including the creation of one or more multi-asset, self-financed, single pool AMM(s), is new and untested. Even if the Platform is completed, implemented, and adopted, it might not function as intended, and the Platform may not have functionality that is desirable or valuable. Technology changes rapidly and the Platform may become outdated. As with other novel software products, the computer code underpinning the Platform and blockchains may contain errors, or function in unexpected ways. Insufficient testing or review of smart contract code, as well as the use of external code libraries, may cause the software to break or function incorrectly. The proposed structure of developing one or more blockchain based self-financing, multi-asset, single-pool AMM(s) is complex and requires the integration of multiple technologies and the development of new software. Its creation requires significant expertise, time, and effort, including the efforts of management and employees of CavalRe.

The development, launch and maintenance of the Platform could lead to unanticipated and substantial costs, delays or other operational or structural difficulties. The design, function and capabilities of the Platform may require changes for several reasons, including because of system limitations, legal or regulatory requirements, or the direction of users, and/or members of CavalRe. There can be no assurance that its development will be completed or completed as envisioned. Even if the Platform can be developed as contemplated, it may not be developed and launched on a timely basis.

Further, the Platform may not develop in ways that creates meaningful value and demand for CavalRe Tokens. Despite good faith efforts to develop and launch the Platform, and the subsequent efforts required to maintain the essential business arraignments, system requirements, and daily demands thereto, it is still possible that the Platform, including CavalRe Tokens, will experience malfunctions or otherwise fail to be adequately developed or be maintained, which may negatively impact the market for CavalRe Tokens. The Platform may never be successful due to a lack of interest. Any of the foregoing could adversely affect the viability of the Platform and value of CavalRe Tokens.

CavalRe Tokens have no history and there is uncertainty about their valuation. Any value that may be realized with respect to CavalRe Tokens will depend upon the demand for the access to the Platform, which is unproven and uncertain.

There are significant uncertainties associated with the success of the Platform and the CavalRe Tokens. The CavalRe Tokens are subject to the inherent vulnerabilities on their native blockchains. The Platform has no operating history and the intended model for the Platform currently remains unproven. The technical and legal construction of the Platform – and integral use of CavalRe Tokens in the Platform –remains theoretical. There are only a limited number of use cases for similar tokenized AMM platforms, however, due to the novelty of the Platform, and the differences between the Platform and such other tokenized AMM platforms, a comparison of the Platform against those tokenized AMMs may not be useful.

There can be no assurance that the Platform will gain acceptance from a critical mass of participants. Failure to achieve acceptance would impede the development and maintenance of the Platform, which could materially affect the value of CavalRe Tokens.

The value of CavalRe Tokens may depend on the Platform’s general acceptance and use, which may be highly sensitive to algorithms, smart contracts, and other features of the tokenized aspects of the Platform.

CavalRe expects that the supply of and demand for CavalRe Tokens, will be correlated to the adoption of the Platform, the size of the deposit pool available on the Platform, and the number of swap trades executed on the Platform, each of which may be driven by specific features and capabilities of the Platform. The value of your CavalRe Tokens may be highly sensitive to the viability and desirability of multi-swap transactions executed on the Platform (i.e., a holder’s ability to use CavalRe Tokens as a medium of conducting swap trades for Digital Assets on the Platform). If CavalRe fails to produce a legally and technically sufficient flow of liquidity assets or fail to create a market for the swap and trade of Digital Assets on the Platform, the value of your CavalRe Tokens may be materially impacted.

The Platform may not be widely adopted and is likely to face competition from alternative networks.

It is possible that the Platform will not be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of the Platform more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of CavalRe Tokens. It is also possible that alternative networks may improve, expand their offerings and products, or develop products that compete with, or are more widely used than, the Platform. The Platform may compete with these alternative networks, which could materially adversely affect the Platform and CavalRe Tokens, including the demand for and use of CavalRe Tokens.

The open-source structure of certain parts of the Platform means that the Platform may be susceptible to developments by users or contributors that could damage the Platform and CavalRe’s reputation and could affect the utilization of the Platform and the CavalRe Tokens.

Some parts of the Platform will operate based on an open-source protocol maintained by CavalRe and other contributors. The open-source nature of certain parts of the Platform means that it may be difficult for CavalRe or contributors to maintain or develop the Platform and CavalRe may not have adequate resources to address emerging issues or malicious programs that develop within the Platform adequately or in a timely manner. Third parties not affiliated with CavalRe may introduce weaknesses or bugs into the elements of the Platform that interact with such open-source code. Such events may result in a loss of trust in the security and operation of the Platform and a decline in user activity and/or the number of swaps/trades conducted on the Platform could negatively impact the value of the CavalRe Tokens.

If CavalRe loses key personnel or is unable to attract and retain personnel on a cost-effective basis, the development and launch of the Platform and CavalRe Tokens could be materially impeded or may not occur.

The successful development and launch of the Platform and CavalRe Tokens depend on the performance of the highly technical and experienced employees and personnel of CavalRe. These employees may terminate their employment or relationship with CavalRe at any time. The loss of key personnel could impede the development efforts for the Platform and prevent or delay its launch and distribution of CavalRe Tokens. Further, the Platform’s success, particularly in its early stages of development, is substantially dependent upon CavalRe’s ability to attract additional personnel for all areas of the organization. Competition for such qualified personnel is intense. CavalRe may not be successful in attracting and retaining such personnel on a timely basis, on competitive terms, or at all. If CavalRe is unable to attract and retain necessary personnel on a cost-effective basis, the development and launch the Platform and CavalRe Tokens could be materially adversely affected.

LEGAL RISKS

CavalRe Tokens and any of the other Digital Assets to which you may have exposure via the Platform may be securities. If so, certain activities on the Platform will need to comply with applicable laws governing securities, including the purchase and sale thereof and all applicable transfer restrictions. Even if CavalRe Tokens and other Digital Assets available on the Platform are not securities, CavalRe may elect to treat CavalRe Tokens as securities and may seek to comply with laws applicable to securities. If compliance with these laws makes the cost to potential users of the Platform or CavalRe Tokens high, or prohibitively high, the viability of the Platform may be impaired.

The staff of the U.S. Securities and Exchange Commission (the “SEC”) has provided guidance as to when a digital asset, like CavalRe Tokens, is a “security” under the U.S. federal securities laws (“Securities Laws”). This guidance has been based largely on the application of SEC v. W. J. Howey Co., 328 U.S. 293 (1946) (the “Howey Test”). The SEC has also recently brought multiple enforcement actions identifying several cryptocurrencies as securities. See, e.g., Sec. & Exch. Comm'n v. Ishan Wahi, et al., No. 2:22-CV-01009-TL, 2023 WL 3582398 (July 22, 2023); Sec. & Exch. Comm'n v. Binance Holdings Limited, et al., No. 1:23-CV-01599 (June 5, 2023); and Sec. & Exch. Comm'n v. Coinbase, Inc. and Coinbase Global, Inc., No: 1:23-CV-04738 (June 6, 2023). While, to-date, no decision has been rendered regarding these enforcement actions the identification of specific cryptocurrencies as securities by the SEC is persuasive evidence of increased regulatory risk. The application of the Securities Laws to all blockchain projects, including the CavalRe Tokens is unclear. It is CavalRe’s position that the CavalRe Tokens and other digital assets made available on the Platform will not be considered securities under the Securities Laws. Like all blockchain projects, however, it is possible that the SEC could take the position that the CavalRe Tokens and other Digital Assets on the Platform are securities under the Securities Laws. The SEC could also take a position that the Platform itself is in violation of Securities Laws. To that end, you accept and bear all risks that any digital assets you are acquiring on the Platform could be unregistered securities and/or that your engagement with the Platform may be a violation of Securities Law and you accept full responsibility for any legal consequences that may arise from such a purchase or their subsequent possession, transfer, or resale of such digital assets.

Although CavalRe and certain other participants in the Platform may be able to rely on exemptions from registration in order to comply with federal and state Securities Laws for the offer and sale of CavalRe Tokens, there is no guarantee that any of these exemptions will be available to, applicable to, or feasible for other transactions that may be performed, or are contemplated to be performed, on the Platform in the future. CavalRe has no obligation, and no current plan, to register resales of CavalRe Tokens or maintain qualifications in states and other jurisdictions that require such filings nor does CavalRe intend to register with the SEC or state regulators. If the SEC or other regulatory authority determines that (a) any of the Digital Assets in one or more pool constitute a security under the Securities Laws; (b) that CavalRe Tokens constituted securities under the Securities Laws; or (c) that the Platform itself is in violation of Securities Laws, it could drastically reduce the value of the CavalRe Tokens and the overall viability of the Platform.

The CavalRe Tokens and other Digital Assets you may be exposed to via your engagement with the Platform may become subject to other regulations, including those promulgated by the Commodity Futures Trading Commission (“**CFTC”) and the Financial Crimes Enforcement Network (“FinCEN”), the Internal Revenue Service (“IRS”) among others, that could affect its value.**

In addition to federal and state Securities Laws, it is possible that CavalRe Tokens or other Digital Assets may be covered by other regulatory regimes, including the laws governing commodities promulgated by the CFTC, federal money services businesses regulations administered by FinCEN, and state money transmitters (or this jurisdictional equivalent) regimes. These cryptocurrencies may also be subject to requirements of the IRS as applied to digital assets. If so, CavalRe may need to modify its operations to comply with those regulations or obtain the relevant required registrations or licenses to continue to operate. This could be costly and may involve changing aspects of CavalRe network and the business in ways that adversely affect them and, in turn, the value of CavalRe Tokens.

The recent change of administration in the U.S., including changes in leadership at federal regulatory organizations including the SEC, creates additional regulatory uncertainty.

As discussed in these risk factors, there is substantial regulatory uncertainty surrounding the treatment of blockchain tokens by the SEC, CFTC, FinCEN, state regulators and other applicable U.S. state and federal regulators. The SEC, however, has been particularly aggressive in pursuing those in the blockchain and digital asset space that it believes are in violation of Securities Laws, explicitly targeting platforms for violations of Securities Laws and identifying several cryptocurrencies as securities in recent enforcement actions. These enforcement actions, in addition to other public statements by the SEC, indicate they are taking an active and aggressive approach to the digital asset space and as such, enforcement actions and agency regulation may continue to increase. There can be, however, no assurances as to how the regulatory agencies will treat blockchain assets in the future. Turnover of presidential administrations in the U.S. often result in changes in the leadership of each of these organizations and other regulatory agencies, creating additional regulatory uncertainty. Furthermore, legislation currently pending in the U.S. Congress and some state legislatures, if enacted into law, could significantly impact the treatment of the issuance, sale, reporting, and taxation of digital assets.

There can be no assurance that CavalRe Tokens will not be deemed to be or considered to be securities by other jurisdictions and, if CavalRe Tokens are deemed to be securities in such jurisdictions, holders could be subject to additional restrictions on the sale and/or transfer of CavalRe Tokens.

CavalRe intends to offer CavalRe Tokens into multiple jurisdictions, which will cause CavalRe Tokens to be held in a variety of jurisdictions. While CavalRe is using an exemption to U.S. Securities Laws for offering the CavalRe Tokens, compliance with the laws of each jurisdiction is required. Many of these jurisdictions may treat CavalRe Tokens as securities. Further, jurisdictions that do not treat CavalRe Tokens as securities now, may change their laws, regulations or interpretations of existing laws and regulations regarding the definition of securities or adopt new laws or regulations, any of which could result in CavalRe Tokens being deemed securities in those jurisdictions. If CavalRe Tokens were determined to be securities in jurisdictions that do not currently treat blockchain tokens as securities, additional compliance obligations in such jurisdictions may apply both to CavalRe and to holders of CavalRe Tokens and, among other things, sales, or transfers of CavalRe Tokens, in those jurisdictions may become expensive and burdensome. The impact of this would likely be similar to the impact under U.S. law and, likewise, such developments could inhibit demand for the Platform and use of CavalRe Tokens.

Having operations or key personnel located in the U.S., even if incorporated in a foreign jurisdiction, may subject you to the jurisdiction of U.S. regulators.

Even if you are incorporated in a foreign jurisdiction, it is important to note that operations or the presence of key personnel located in the U.S. may subject you to the jurisdiction of U.S. regulators. The extent of this jurisdictional reach can vary and may be influenced by factors such as the nature and scale of your operations, the involvement of U.S. customers or investors, and the applicability of U.S. laws and regulations to your activities. It is advisable that you seek legal counsel to understand the potential implications and ensure compliance with relevant U.S. regulatory requirements before engaging with the Platform.

The regulatory regimes governing blockchain technologies, blockchain assets and the purchase and sale of blockchain assets are uncertain, and new regulations or policies may materially adversely affect the development of blockchain networks and the use of blockchain assets.

As blockchain networks and blockchain assets have grown in popularity and in market size, international, federal, state, and local regulatory agencies have clarified their positions regarding the sale, purchase, ownership, and trading of blockchain assets.

Regulation of the trading of blockchain assets has evolved significantly over the past several years. On November 16, 2018, the Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets of the SEC issued the Statement on Digital Asset Securities Issuance and Trading (“Statement”), confirming the applicability of the federal Securities Law framework to new and emerging technologies, such as blockchain assets. The Statement summarized the SEC’s stance regarding actors and institutions that sell security tokens in initial offerings or develop and facilitate the secondary market for security tokens. Although the Statement provides guidance to participants in the blockchain asset marketplace, in general the regulation of blockchain assets under the current regulatory framework applicable to currencies or securities remains in its early stages and is subject to judgment, uncertainty and further development.

On April 6, 2023, the U.S. Department of Treasury published the Illicit Finance Risk Assessment of Decentralized Finance (“DeFi Risk Assessment.”) The DeFi Risk Assessment provides the U.S. Department of Treasury’s opinion regarding regulatory dangers and inherent compliance implications pertinent to decentralized finance (“DeFi”) protocols, financial institutions who operate in the DeFi space, and others who interact with DeFi. While not explicit guidance, the DeFi Risk Assessment provides key insights into the U.S. Department of Treasury’s operational views regarding DeFi service offerings and provides potential insights regarding the focus of potential future enforcement actions.

In addition, various legislative and executive bodies in the U.S. and in other countries have shown that they intend to adopt legislation to regulate the sale and use of blockchain assets. Such legislation may vary significantly among jurisdictions, which may subject participants in the blockchain trading marketplace to different and perhaps contradictory requirements.

New or changing laws and regulations or interpretations of existing laws and regulations, in the U.S. and elsewhere, may materially and adversely impact the development and growth of blockchain networks and the adoption and use of blockchain assets. The imposition of restrictions on all blockchain assets, or certain blockchain assets, could affect the value, liquidity, and market price of blockchain assets subject to heighten regulation, by limiting access to marketplaces or exchanges on which to trade such blockchain assets, or imposing restrictions on the structure, rights, and transferability of such blockchain assets. Some governments may seek to ban transactions in blockchain assets altogether.

CavalRe may be prevented from entering, or it may be required to cease operations in, any jurisdiction that makes it illegal or commercially unviable or undesirable to operate in such jurisdictions. Enforcement, or the threat of enforcement, may also drive a critical mass of participants and trading activity away from regulated markets and toward unregulated exchanges. Although it is impossible to predict the positions that will be taken by certain governments, any regulatory changes affecting blockchain assets could be substantial and prevent the development and growth of the Platform and CavalRe Tokens.

CavalRe Tokens are not legal tender, are not backed by the government, and are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

CavalRe Tokens are not legal tender, are not backed by any government, and are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections or the protection of any other program in any jurisdiction. Holding CavalRe Tokens are done at the risk of the holder.

If the Platform is unable to satisfy other government- and industry-specific requirements, its growth could be harmed.

There are several government- and industry-specific requirements that are applicable to the Platform. Inability to meet such government or industry specific requirements or security compromises could harm the Platform’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Platform thus affecting the value of CavalRe Tokens.

RISKS RELATED TO THE OFFERING

The value of CavalRe Tokens will depend on the aggregate value of all Digital Assets available in a pool on the Platform and may fluctuate with the value of such underlying Digital Assets. The prices of blockchain-based Digital Assets are extremely volatile. Fluctuations in the price of the Digital Assets held in any given pool could materially and adversely affect the value of CavalRe Tokens.

Since the value of the CavalRe Tokens is dependent on the cumulative value of the underlying Digital Assets available in the liquidity pool on the Platform, the value of the CavalRe Tokens is inherently dependent on the value of such digital assets which may fluctuate and lose most of their value over time. The prices of blockchain digital assets such as Bitcoin and Avalanche have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain assets have only recently become accepted as a means of payment for goods and services, and such acceptance and use remain limited. Conversely, a significant portion of demand for blockchain assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets.

In addition, some blockchain industry participants have reported that a significant percentage of blockchain asset trading activity is artificial or non-economic in nature and may represent attempts to manipulate the price of certain blockchain assets. As a result, trading platforms or blockchain assets may seek to inflate demand for a specific blockchain assets, or blockchain assets generally, which could increase the volatility of that asset or blockchain asset trading prices generally.

The market price of these blockchain assets, as well as other blockchain assets that may be developed in the future, may continue to be highly volatile. A lack of expansion, or a contraction of adoption and use of blockchain assets, may result in increased volatility or a reduction in the price of blockchain assets.

Several additional factors may influence the market price of blockchain assets, including, but not limited to:

A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain industry and may affect other blockchain assets. For example, a security breach that affects investor or user confidence in Ether or Bitcoin may affect the industry as a whole and may also cause the price of other blockchain assets to fluctuate. The value of blockchain assets and fluctuations in the price of blockchain assets could materially and adversely affect the value of CavalRe Tokens.

Holding any CavalRe Tokens will not provide you with any enforceable rights against CavalRe, including any rights to receive payments, any control rights, or any claims on CavalRe’s assets.

Holders of CavalRe Tokens will not receive a right to any repayment of principal or interest, any interest in the profits or losses of any CavalRe affiliate, any rights to distributions from any CavalRe affiliate, or any legal or contractual right to exercise control over the operations or continued development of CavalRe or any CavalRe affiliate. Holders of CavalRe Tokens do not receive a right to vote on any matters relating to CavalRe, including voting for members or its board of directors. CavalRe Tokens creates no binding obligation on CavalRe. As a result, holders of CavalRe Tokens may not have any recourse if CavalRe enters insolvency, liquidation, dissolution, reorganization, or bankruptcy.

The tax characterization of CavalRe Tokens is uncertain. You must seek your own tax advice in connection with purchasing CavalRe Tokens. Transactions in CavalRe Tokens may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

The tax treatment of CavalRe Tokens in your jurisdiction of residence may be uncertain. Due to the new and evolving nature of digital currencies, tokens and blockchain assets, and a general absence of clearly controlling authority with respect to these assets, many significant aspects of the tax treatment of digital currencies are uncertain in most jurisdictions. It is unclear what guidance on the treatment of tokens and blockchain for income tax purposes may be issued in the future for your jurisdiction. Future developments regarding the treatment of tokens or blockchain assets for income tax purposes could adversely affect the value of the CavalRe Tokens.

RISKS RELATED TO BLOCKCHAIN ASSETS

Blockchain is a nascent and rapidly changing technology and there remains relatively small use of blockchain networks and blockchain assets in the retail and commercial marketplace. The slowing or stopping of the development or acceptance of blockchain networks may adversely affect the value of the CavalRe Tokens.

The development of blockchain networks is a new and rapidly evolving industry that is subject to a high degree of uncertainty. Factors affecting the further development of the blockchain industry include:

The Ethereum, Avalanche, and other relevant blockchain networks along with the CavalRe Tokens are dependent on continued investment in and development of the blockchain industry and related technologies. If investments in the blockchain industry become less attractive to investors or innovators and developers, or if blockchain networks and assets do not gain public acceptance or are not adopted and used by a substantial number of individuals, companies, and other entities, it could have a material adverse impact on the utility of the Ethereum Avalanche, other relevant blockchain networks, the Platform, and CavalRe Tokens.

The application of distributed ledger technology remains relatively novel and may contain inherent flaws or limitations.

Blockchain is an emerging technology that offers new capabilities which may not fully be understood and may be underutilized. Software used by blockchain assets may be in an early development stage. As with other novel software products, the computer code underpinning the Platform and the CavalRe Tokens (along with the Ethereum, Avalanche, and other relevant blockchain networks to which the CavalRe Tokens or Digital Assets deposited into one or more pools on the Platform are native) may contain errors, or function in unexpected ways. Insufficient testing or review of smart contract code, as well as the use of external code libraries, may cause the software to break or function incorrectly. Any error or unexpected functionality may cause a decline in the usability of the Platform, value of the Digital Assets in one or more pool on the Platform, and/or the CavalRe Tokens therefore resulting in substantial losses to holders thereof. These flaws could manifest in other blockchain assets, which could affect the market for blockchain assets generally and the value of CavalRe Tokens specifically.

Blockchain networks may be susceptible to malicious cyber-attacks or may contain exploitable flaws, which may result in security breaches and the loss or theft of blockchain assets.

Blockchain networks incorporate third-party software components, including open-source software. Third-party software components, including open-source software, may not be represented, maintained, or monitored by an official organization or authority or any such maintenance or monitoring may not be adequate to protect against exploitable flaws. Third parties may introduce weaknesses or bugs into the core infrastructure elements of the blockchain network. This could result in the corruption of the software code which may result in the loss or theft of blockchain assets.

Blockchain networks may be the target of malicious attacks seeking to identify and exploit weaknesses in the software. Such events may result in a loss of trust in the security and operation of blockchain networks and a decline in user activity which could have a negative impact on the Ethereum, Avalanche, other relevant blockchain networks, the Platform, and/or CavalRe Tokens.

Each blockchain network is dependent upon its users and contributors, and actions taken, or not taken, by the users or contributors of a blockchain network could damage its reputation and the reputation of blockchain networks generally.

Developers and other contributors to blockchain network protocols generally maintain or develop those blockchain networks, including the verification of transactions on such networks. Because the networks are decentralized, these contributors are generally not directly compensated for their actions. Therefore, most blockchain networks provide that such contributors receive awards and transfer fees for recording transactions and otherwise maintaining the blockchain network. Such fees are generally paid in the blockchain asset of that network.

The security and integrity of blockchain assets, including the value ascribed to blockchain assets, relies on the integrity of the underlying blockchain networks. If the awards and fees paid for maintenance of a network are not sufficiently high to incentivize validators, validators may respond in a way that reduces confidence in the blockchain network. To the extent that any validators cease to record transactions in solved blocks, transactions that do not include the payment of a transfer fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transfer fees. Any widespread delays in the recording of transactions could result in a loss of confidence in the blockchain network and its assets. To the extent that this occurs regarding the Platform, it could have a materially adverse effect on the value of CavalRe Tokens.

The extent to which blockchain assets are used to fund criminal or terrorist enterprises or launder the proceeds of illegal activities could materially impact the Platform and CavalRe Tokens.

The potential, or perceived potential, for anonymity in transfers of Bitcoin and similar blockchain assets, as well as the decentralized nature of blockchain networks, has led some terrorist groups and other criminals to solicit Bitcoins and other blockchain assets for capital raising purposes. As blockchain assets have grown in both popularity and market size, the U.S. Congress and several U.S. federal and state agencies have been examining the operations of blockchain assets, their users, and exchanges, concerning the use of blockchain assets for the purpose of laundering the proceeds of illegal activities or funding criminal or terrorist enterprises.

In addition to the current market, new blockchain networks or similar technologies may be developed to provide more anonymity and less traceability. There is also the potential that other blockchain asset trading platforms may court such illicit activity by not adhering to know-your-customer and anti-money laundering practices.

CavalRe may not be able to prevent illegal activity from occurring over the public chain. The use of blockchain assets for illegal purposes, or the perception of such use, over CavalRe network could result in significant legal and financial exposure, reputational damage, and a loss of confidence in the services provided by CavalRe network and the blockchain asset community as a whole.

Security attacks on CavalRe and/or the Platform could result in the loss of blockchain assets, including CavalRe Tokens, theft of personal information or damage to the reputation of the Platform, each of which could adversely affect the value of CavalRe Tokens.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern since the launch of blockchain networks. The security system and operational infrastructure of CavalRe and the Platform may be breached due to the actions of outside parties, error, or malfeasance, or otherwise. Techniques used to obtain unauthorized access, disable, or degrade service, or sabotage networks change frequently and may be designed to remain dormant until a predetermined event. Outside parties may also attempt to fraudulently induce CavalRe Token holders to disclose sensitive information. Furthermore, CavalRe believes that, as the Platform grows in usage, parties that depend on the Platform may become a more appealing targets for security threats such as hackers and malware.

The security measures of CavalRe and those CavalRe intends to implement specific to the Platform may prove insufficient depending upon the attack or threat posed. Any hack or theft of assets could result in significant legal and financial exposure, damage to the reputation of the Platform, and a loss of confidence in the services provided by participants on the network that could potentially have an adverse effect on the value of CavalRe Tokens.

* * *

Website Terms of Use​

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 12 OF THIS DOCUMENT LIMITS CAVALRE’S LIABILITY TO YOU, SECTION 14 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, AND SECTION 16 LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

CAVALRE WEBSITE TERMS OF USE

Last Modified: August 15, 2023

1. Acceptance. These CavalRe Website Terms of Use (the “Website Terms”) are entered into by and between you (acting in your personal capacity or capacity as an employee or other representative of your company or other entity, if applicable) (“you”) and CavalRe Inc., a Delaware corporation having a place of business at 440 N. Wolfe Rd., Suite #T2002, Sunnyvale, CA 94085 (“CavalRe”, “we” or “us”). These Website Terms govern your access to and use of our website, including any content, functionality, and services offered on or through our website, available at https://caval.re/ or any other rendering of the website, including on a mobile device (collectively, the “Website”). Please read these Terms carefully before you start to use the Website. By clicking to accept or agree to these Website Terms, or by using the Website you accept and agree to be bound by these Website Terms. If you do not want to agree to these Website Terms, you must not access or use the Website. You acknowledge that these Website Terms contains legally binding terms and conditions that affect your legal rights and remedies.

2. Changes to These Website Terms. We reserve the right to change these Website Terms at any time upon notice. We may give notice by posting the updated Website Terms on the Website, or by any other reasonable means. You can review the most current version of these Website Terms at any time at https://caval.re/terms. The version of the Website Terms in effect at the time of your use of the Website applies to such use. The updated Website Terms are binding on you with respect to your use of the Website on or after the date indicated in the updated Website Terms. If you do not agree to the updated Website Terms, you must stop using the Website. Your continued use of the Website after the date of the updated Website Terms will constitute your acceptance of the updated Website Terms.

3. Accessing the Website. We reserve the right to withdraw or amend the Website in our sole discretion without notice. We will not be liable, if for any reason, all or any part of the Website is unavailable at any time. From time to time, we may restrict access to the Website to certain users or to individuals residing in certain jurisdiction (“Disallowed Users”). We may also disable your future access to the Website, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Website Terms, or if your continued use may, in our sole opinion, cause an adverse impact to the availability or security of the Website.

4. Intellectual Property Rights. The Website (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of those things), and associated Content and know-how, are owned by CavalRe, its affiliates, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Website IP”). CavalRe retains all right, title, and interest in and to the Website IP. These Website Terms contain no implied licenses. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Website without our prior written consent. We shall have the full right and license to use any feedback, suggestions, comments, ideas, or the like received from you in connection with the Website for any business purpose. Any alterations, changes, modifications, enhancements, or restructuring made to the Website, or any of our other products and services, that are derived from, or as a result of, such feedback shall be our sole and exclusive property.

5. Permitted Uses. You represent and warrant that (a) you are at least 18 years of age; (b) you have full power and authority to enter into these Website Terms; (c) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (d) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (e) you are not identified as a “Specially Designated National” by the U.S. government; (f) you are not subject to any trade embargoes or economic sanctions lists, such as the United Nations Security Council Sanctions List, or the list of specially designated nationals maintained by the Office of Foreign Assets Control; (g) you will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so; and (h) you are not a United States citizen, you do not reside in the United States, and you will not access the Website from the United States. We do not intend for the Website to be used by persons or entities in countries or jurisdictions that require us to obtain any additional registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Website. You may use the Website only for lawful purposes and in accordance with these Website Terms. You understand and accept that we are not liable for any losses or liability relating to your eligibility or ineligibility to access or use our Website.

6. Prohibited Uses. You agree not to (a) use the Website in any way that violates any applicable law, including federal, state, local, or international law or regulation; (b) use the Website for any unauthorized, fraudulent, or malicious purpose; (c) reverse engineer, use, or access the Website in order to build a competitive product or service, or to copy any ideas, features, functions, Content or graphics from the Website; (d) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm CavalRe or other users of the Website or expose them to liability; (e) use the Website in any manner that could disable, overburden, damage, or impair the Website; (f) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose; (g) access systems, data or information not intended by us to be made accessible to a user; (h) obtain or attempt to obtain any materials or information through any means not intentionally made available by us; (i) use the Website if we have previously restricted your access to the Website or informed you that you are a Disallowed User; or (j) use the Website for any use other than the purpose for which it was intended. For example, you will not use the Website in connection with money laundering or the financing of terrorism. You further understand and agree that we strictly prohibit unfair trading practices. We reserve the right to restrict your access to our Website if you perform or we suspect you are in breach of these Website Terms, including if you are performing any of the following actions (1) price manipulation or any other market manipulation; (2) money laundering; (3) terrorist financing; (4) manipulating the Website to gain an unfair advantage; (5) harming the Website or other users of the Website; or (6) violating or attempt to violate another user’s legal rights. We reserve the right to contact and cooperate with relevant legal or regulatory authorities regarding your behavior if we deem that to be necessary in our sole discretion.

7. Additional Terms and Conditions. You understand and agree that to use and access certain portions of the Website, such as the Multiswap Automated Market Maker (AMM) platform (the “Platform”), you must agree to additional terms and conditions presented by CavalRe (“Additional Terms”). In the event of any conflict between provisions in these Website Terms and those in the Additional Terms, the provision that is more protective of CavalRe will apply.

8. Reliance on Information Posted. We do not warrant the accuracy, completeness, or usefulness of any information presented on or through the Website, including the blog and docs made available on the Website (collectively, “Content”). Any reliance you place on the Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on Content by you or any other visitor to the Website, or by anyone who may be informed of any of the Content. Nothing on this Website constitutes (a) advice or a recommendation of any kind (legal, financial, or otherwise), or (b) an indication of results that may be achieved. Please consult with professional advisors in connection with your use of the Website. Content is updated frequently, including based on interaction with users of the Website, but the Content is not necessarily complete, accurate, or up to date. Any Content may be out of date at any given time, and CavalRe is under no obligation to update any such out of date Content. These Website Terms and the Website do not constitute an offer to sell or solicitation of an offer to buy securities.

9. Links and Blockchain Access from the Website. You understand and agree that you may access and use certain blockchains while accessing the Website. We are not liable for any and all losses caused by your use of or access to any blockchains or blockchain platforms. We are not liable for any losses incurred because of contract vulnerabilities, hacking incidents, suspension, discontinuation, termination of business, bankruptcy, abnormal suspension, cessation of third-party blockchains, third-party regulatory enforcement actions, operations, or other potential risks. Furthermore, you agree to bear all losses you may suffer because of the aforementioned risks. If the Website contains links to other sites or resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you access any such third-party sites or resources, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

10. Risk Disclosure. The Website includes information and functionality related to valuation and trading of certain assets, including digital assets, which is subject to certain inherent risks. Below is a non-exhaustive list of some of the risks associated with your use of the Website to value and trade your digital assets, which can be substantial and significant. You should therefore carefully consider whether accessing our Website is suitable for you in light of your financial condition prior to commencing your use. You must also seek professional advice regarding your particular financial condition prior to commencing your use of our Website. You understand that the risk disclosure statement is not and cannot be comprehensive or exhaustive. You understand that:

• Value Fluctuation and Price Volatility. The value of digital assets may fluctuate significantly over a short period of time and may be reduced to zero. Price volatility and unpredictable fluctuations may result in significant losses over a short period of time or permanently due to various factors, including but not limited to, government or regulatory activity, the discovery of wrongful or illegal conduct, market manipulation, changes to the digital asset’s nature or characteristics, suspension or cessation of support for a digital asset by other exchanges or service providers, public opinion, or other factors outside our control, technical advancements, and macroeconomic and political factors.

• Digital Assets Are Not Legal Tender. Digital assets are not considered legal tender. Not all digital assets are backed by any physical assets or supported by any government or centralized authority. Digital assets may not have intrinsic value and their circulation may be limited and restricted.

• High-Risk and Complex Nature. Digital assets are generally considered a high-risk asset class and may be considered securities under certain jurisdictions. You must exercise prudent judgment when trading digital assets. The nature of digital assets may be very complex, and their terms, features or risks may not be readily or fully understood due to the complex structure, novelty, and reliance on technological features.

• Trading Digital Assets. There is no assurance that any trading market for digital assets will be orderly and stable. Any digital asset or trading position may be subject to large swings in value and may even become worthless.

• Liquidity and Conversion Risks. There is a risk that you may experience losses due to the inability to sell or convert digital assets into a preferred alternative asset immediately or where conversion is possible but at a loss. Such risk for digital assets may be caused by many reasons, including the absence of buyers, limited buy/sell activity or underdeveloped secondary markets.

• No Statutory or Regulatory Protection. Any digital asset transactions may not be subject to a right to claim under any investor compensation fund established by any government or regulatory authority or any deposit protection scheme in any relevant jurisdiction. Thus, digital assets may have a reduced level and type of protection compared to fiat currencies, securities, and other asset classes and types.

• Uncertain Future Payment Acceptance. There is no assurance that any individual or person who accepts a digital asset as payment will continue to do so in the future.

• Digital Asset Vulnerability. Cryptocurrencies – typically referred to generically as “stablecoins” – often are backed by underlying assets and are pegged to a specific value threshold. Stablecoins and their operational mechanics pose unique risks. These risks include the potential of volatility in the value of the underlying assets, which can lead to fluctuations in the stablecoin’s value. Additionally, the stability and solvency of the backing assets are dependent on the integrity and security of the underlying blockchain network, which can be subject to technical vulnerabilities and malicious attack. Moreover, a holder’s ability or lack thereof to redeem the stablecoin for its underlying asset backing may also affect the overall value of the circulating supply. CavalRe makes no assurances as to the stability of a token’s price or to that of the underlying value of the digital assets backing a particular token.

• Government or Regulatory Authority Interference. You may suffer losses because of value depreciation of a digital asset you paid as a result of controls imposed by a government or regulatory authority. Repayment or payment of any amounts due to you may be delayed or even prevented by controls or other actions imposed by government or regulatory authorities over digital assets and/or their ecosystem that these authorities control or regulate.

• Inflation Risks. Digital assets may, either because of their inherent design or through network events, not be a fixed supply. If and when additional digital assets are created, the particular digital asset’s price may decline due to inflationary effects of adding additional digital assets to the total available amount of assets in the market.

• Whales and Concentration Risk. At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any digital asset. These persons are often referred to colloquially as “whales.” These whales may have significant impact and may be able to influence or cause significant market events that may have a detrimental effect on price, value or functionality of digital assets.

• Taxes and Accounting. Some digital assets and transactions may be subject to various tax laws and regulations in an applicable jurisdiction. Please note that the tax treatment and accounting of digital assets (including ancillary benefits) is a relatively new area of law and practice that may be subject to changes and further development. Tax authorities may reach out to us with queries, notices, requests or summons that we may be required to furnish certain information about. The information provided on the Website, or in any other marketing materials by CavalRe, does not constitute tax advice. CavalRe will not and does not provide any advice regarding the tax consequences related to any information provided or any user interactions on the Website.

• No Investment Advice. CavalRe is not registered as an investment adviser, commodity trading adviser, a broker/dealer, automated trading system (ATS) or otherwise and is not purporting to act in any such capacity. No representations are being made that use of information provided on, or your interactions with, the Website are likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Any scenarios, including but not limited to, financial performances, or investment outcomes described by CavalRe on the Website are for illustrative purposes only. Actual results may vary.

11. Disclaimer of Warranties. YOUR USE OF THE WEBSITE AND THE PLATFORM IS AT YOUR OWN RISK. THE WEBSITE (INCLUDING THE PLATFORM) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CAVALRE NOR ANY PERSON ASSOCIATED WITH CAVALRE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CAVALRE NOR ANYONE ASSOCIATED WITH CAVALRE REPRESENTS OR WARRANTS THAT THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, CAVALRE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. ANY AND ALL DIGITAL ASSETS THAT ARE PURCHASED, VALUED, TRANSFERRED, OR EXCHANGED THROUGH THE WEBSITE ARE ON AN “AS IS” BASIS. CAVALRE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE DIGITAL ASSETS.

12. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CAVALRE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, “CAVALRE PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THESE WEBSITE TERMS OR YOUR USE, OR INABILITY TO USE, THE WEBSITE (INCLUDING THE PLATFORM), ANY THIRD-PARTY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER THIRD-PARTY WEBSITES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE CAVALRE PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THESE WEBSITE TERMS OR YOUR USE OR INABILITY TO USE THE WEBSITE (INCLUDING THE PLATFORM), ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH THE WEBSITE WILL NOT EXCEED A CUMULATIVE AGGREGATE AMOUNT OF \$50.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 12 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT, UNDER APPLICABLE LAW, BE EXCLUDED.

    If you are a California resident, you hereby waive California Civil Code §1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party.” This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to §1542 that governs your rights in the jurisdiction of your residence.

13. Indemnification. You will defend, indemnify, and hold harmless the CavalRe Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Website Terms; (b) your use of the Website (including the Platform); (c) any violations by you of any other party’s rights, such as intellectual property or other proprietary rights, and laws related to privacy or information security; or (d) your violation of any other party’s rights or applicable law.

14. Arbitration. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THESE WEBSITE TERMS, THE PLATFORM, OR THE WEBSITE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING DELAWARE LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN SAN FRANCISCO, CALIFORNIA. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS‑ACTION BASIS. FURTHERMORE, UNLESS YOU AND CAVALRE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION.

15. Governing Law. These Website Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions.

16. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE WEBSITE TERMS, OR THE WEBSITE (INCLUDING THE PLATFORM), MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. General. If any provision of these Website Terms is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and CavalRe intend that the provisions of these Website Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and CavalRe agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. CavalRe may assign these Website Terms, in whole or in part, at any time with or without notice to you. You may not assign these Website Terms or assign, transfer, or sublicense your rights, if any, to access or use the Website or its Content, and any attempt by you to do so is void. CavalRe’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Website Terms (including any incorporated terms) constitutes the entire agreement between you and CavalRe with respect to the Website, its functionality, and the Contents. Both you and CavalRe warrant to each other that, in entering into these Website Terms, neither CavalRe nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Website Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and CavalRe, or CavalRe’s successors and assigns, will have any right to enforce any of these Website Terms. Neither these Website Terms nor the Website create a partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

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