# Terms & Conditions These Terms of Use (the "**Terms**") are a binding legal agreement between **Agentic Finance Inc.**, a Wyoming corporation with its principal place of business at 1021 E Lincolnway, Cheyenne, WY 82001, USA ("**Agentic Finance**," "**Sail**," "**we**," "**our**," or "**us**"), and you, the user ("**User**," "**you**," or "**your**"). These Terms govern your access to and use of: (a) our machine-learning software and algorithms (the "**Agent Logic Software**" or "**Agent**"); (b) the smart contract applications that interact with the Agent (the "**Smart Accounts**"); and (c) our user interface located at sail.money and any associated subdomains, applications, and APIs (collectively, the "**Sail UI**"). The Agent Logic Software, the Smart Accounts framework, and the Sail UI are referred to collectively as the "**Services**." By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Services. *** ### 1. Eligibility By accessing or using the Services, you represent and warrant that you: * are at least 18 years old (or the age of legal majority in your jurisdiction, if higher) and have full legal capacity to enter into these Terms; * are not a resident of, located in, or accessing the Services from any jurisdiction subject to comprehensive U.S. economic sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), nor any other jurisdiction we designate from time to time as a "**Restricted Jurisdiction**"; * are not listed on the U.S. Treasury Department's Office of Foreign Assets Control ("**OFAC**") Specially Designated Nationals and Blocked Persons List, the Consolidated Sanctions List, or any equivalent list maintained by the United Nations, European Union, United Kingdom, or other applicable authority; * are not accessing or using the Services on behalf of any sanctioned person or entity, nor for the benefit of such person or entity; * if accessing the Services on behalf of an entity, have the authority to bind that entity to these Terms; and * will comply with all applicable laws and regulations in connection with your use of the Services. We reserve the right, at our sole discretion, to restrict or block access to the Services from specific jurisdictions, IP ranges, or accounts. *** ### 2. The Services — Non-Custodial Architecture #### 2.1 Agent Logic Software The Agent Logic Software is off-chain software that generates data, analytics, and standardized transaction proposals ("**Sign Requests**") in connection with yield-optimization strategies you configure (each, a "**Strategy**"). Sign Requests are sent to your Smart Accounts for signature and execution by you or by a Session Key (defined below) you have authorized. #### 2.2 Smart Accounts Smart Accounts are smart contracts deployed and controlled by your externally owned account ("**EOA**" or "**Wallet**"). Smart Accounts hold and interact with digital assets you authorize, within permission boundaries you define ("**Permissions**"). Permissions are enforced via cryptographic session keys ("**Session Keys**") generated and signed by your EOA. You retain ownership and control of your EOA, your Smart Accounts, and the digital assets associated with them at all times. You may modify or revoke Permissions and Session Keys at any time, and you are responsible for doing so. #### 2.3 Non-Custodial Description We do not take custody of your digital assets. We do not hold, store, or have unilateral control over the private keys to your EOA, your Smart Accounts, or the digital assets associated with them. Transactions executed by your Smart Accounts are broadcast to public blockchain networks and processed by those networks; we do not execute, validate, or settle transactions on your behalf. The foregoing describes the technical architecture of the Services. It is **not** a representation, warranty, or guarantee that the Services, your Smart Accounts, your EOA, the underlying blockchain networks, or any third-party DeFi protocol will be free from vulnerabilities, exploits, errors, or loss. As described in Sections 9 (Risks) and 10 (Disclaimer of Warranties), your use of the Services is at your own risk. #### 2.4 No Investment Advice; No Fiduciary Relationship The Services — including any Sign Requests, allocations, scoring outputs, risk assessments, or strategy recommendations — are provided for informational and operational purposes only. They do not constitute investment advice, financial advice, tax advice, legal advice, accounting advice, or any other form of professional advice. We are not a registered investment adviser, broker-dealer, money services business, money transmitter, bank, trust company, custodian, or financial planner. Nothing in the Services creates a fiduciary, advisory, agency, or trust relationship between us and you. You are solely responsible for your investment decisions, your tax reporting, and your use of the Services. *** ### 3. Supported Networks, Protocols, and Assets We may, at our discretion, restrict or modify access to specific features, Strategies, networks, protocols, or supported digital assets, including in response to regulatory developments, technical issues, security considerations, or our internal risk assessments. Supported networks, protocols, and assets are subject to change without notice. *** ### 4. Use of the Services #### 4.1 License Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for the purposes contemplated by these Terms. #### 4.2 Restrictions You shall not, and shall not permit any third party to: * resell, sublicense, transfer, distribute, or provide third-party access to the Services; * frame, mirror, scrape, or redistribute the Sail UI or Agent Logic Software on any third-party platform; * copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services, except to the extent such restriction is prohibited by applicable law; * remove or alter any proprietary notices, trademarks, or attributions; * use the Services to develop or train any competing product or service, or to extract data for benchmarking purposes without our prior written consent; * circumvent or attempt to circumvent any access controls, rate limits, or technical protective measures; * introduce malware, exploits, or any malicious code into or through the Services; * use the Services to facilitate any illegal activity, including money laundering, terrorist financing, sanctions evasion, market manipulation, fraud, or tax evasion; * use the Services to interact with any DeFi protocol, smart contract, or address that we have flagged as disabled, deprecated, sanctioned, or high-risk; or * use the Services in any manner that violates applicable law or these Terms. #### 4.3 Fees Access to the Sail UI may be provided free of charge or subject to fees ("**Agent Fees**"), as displayed in the Sail UI from time to time. Agent Fees are non-refundable except where required by applicable law. We may modify Agent Fees prospectively with reasonable notice through the Sail UI. You are solely responsible for all blockchain network fees ("**Gas Fees**") and any fees imposed by third-party DeFi protocols, bridges, oracles, or services. Gas Fees and third-party fees are outside our control and are non-refundable. *** ### 5. Updates and Modifications We may update, modify, suspend, or discontinue all or part of the Services at any time, with or without notice. We may also update these Terms from time to time. Material changes will be communicated by updating the "Last updated" date above and, where appropriate, providing additional notice through the Sail UI or by email to the address associated with your account (if any). Your continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must cease using the Services. *** ### 6. User Responsibilities You are solely responsible for: * the security of your EOA, Smart Accounts, Session Keys, private keys, recovery phrases, hardware wallet, and any device or system used to access the Services; * the configuration of your Permissions and Strategies, and for reviewing them periodically; * compliance with all tax, reporting, regulatory, and licensing obligations arising from your use of the Services; * promptly notifying us at of any suspected unauthorized access to your account or any security incident affecting your use of the Services; * maintaining accurate and current information in connection with your use of the Services; and * the lawful source of all funds and digital assets you transact with through the Services. You will not introduce malicious code or attempt to interfere with the integrity, availability, or security of the Services or any other user's account. *** ### 7. Intellectual Property All right, title, and interest in and to the Services — including all software, algorithms, models, trained weights, documentation, branding, trademarks, trade dress, and related intellectual property — are and shall remain the exclusive property of Agentic Finance Inc. and its licensors. No rights are granted to you except as expressly set forth in these Terms. If you provide feedback, suggestions, ideas, or enhancement requests regarding the Services ("**Feedback**"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into the Services and any other product or service, without obligation to you. *** ### 8. Connecting Your Wallet To use the Services, you must connect a third-party EOA. Your EOA is provided by a third party and is governed by such third party's terms and privacy policies. We do not control your EOA, do not have access to its private keys, and assume no liability for any loss or damage arising from your use of, or inability to use, your EOA or any digital assets associated with it. You are responsible for verifying that you are connecting the correct wallet and for confirming all transaction details before signing. *** ### 9. Risks By using the Services, you acknowledge and accept the following risks, among others: * **Smart contract risk.** Smart contracts may contain bugs, vulnerabilities, or design flaws that result in loss of digital assets. Audits do not guarantee the absence of vulnerabilities. * **Protocol risk.** Third-party DeFi protocols may suffer exploits, governance attacks, oracle failures, depegging events, liquidity crises, bridge failures, or insolvency. We do not control any third-party DeFi protocol. * **Network risk.** Public blockchain networks may experience congestion, forks, downtime, validator misbehavior, MEV-related losses, or other failures. Transactions on public blockchains are generally irreversible. * **Cryptographic and operational risk.** Loss, theft, or compromise of your EOA, Session Keys, recovery phrase, or other credentials may result in irreversible loss of digital assets. We cannot recover lost or compromised credentials, nor funds sent to incorrect addresses. * **Regulatory risk.** The regulatory landscape for digital assets and DeFi is evolving and may adversely affect the availability, legality, or operation of the Services in your jurisdiction. * **Market risk.** Yield rates, asset prices, and digital asset values are highly volatile. Past performance does not guarantee future results. * **Service-level risk.** The Services may experience outages, errors, latency, or interruptions. We may modify, suspend, or discontinue the Services at any time, with or without notice. * **Security incident risk.** Despite our security efforts, the Services or related infrastructure may be subject to cyberattacks, exploits, or unauthorized access. We do not guarantee that the Services are or will remain free from security vulnerabilities. * **Third-party risk.** The Services rely on third-party infrastructure (including RPC providers, indexers, oracles, bridges, and EOA providers), any of which may fail, be compromised, or change their terms. You are solely responsible for evaluating these risks and determining whether the Services are appropriate for you. *** ### 10. Disclaimer of Warranties THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VULNERABILITIES, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. *** ### 11. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, LOST DIGITAL ASSETS, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OF GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) WITHOUT LIMITING SUBSECTION (a), WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM: (i) SMART CONTRACT EXPLOITS, BUGS, OR VULNERABILITIES IN THIRD-PARTY DEFI PROTOCOLS; (ii) ORACLE, BRIDGE, OR ROUTER FAILURES OR MANIPULATIONS; (iii) DEPEGGING OF STABLECOINS; (iv) PROTOCOL GOVERNANCE ATTACKS OR INSOLVENCY; (v) BLOCKCHAIN NETWORK CONGESTION, FORKS, OR DOWNTIME; (vi) LOSS, THEFT, OR COMPROMISE OF YOUR EOA, SESSION KEYS, OR CREDENTIALS; OR (vii) ANY ACTION TAKEN BY YOU OR ANY THIRD PARTY OUTSIDE THE SCOPE OF THE PERMISSIONS AND STRATEGIES YOU CONFIGURED. (c) OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AGENT FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100). (d) THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 11 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND US AND THAT WE WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. *** ### 12. Indemnification You agree to defend, indemnify, and hold harmless Agentic Finance Inc., its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your breach of these Terms; (c) your violation of any applicable law or any third-party right; (d) any content, instruction, or configuration you submit to or set within the Services; or (e) any dispute between you and any third party related to your use of the Services. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us in asserting any available defenses. *** ### 13. Term and Termination These Terms commence upon your first access to the Services and remain in effect until terminated as provided herein. We may suspend or terminate your access to the Services at any time, with or without cause and with or without notice, including if we reasonably believe you have violated these Terms or applicable law, or if continued access poses a security, legal, or reputational risk. You may terminate these Terms at any time by ceasing all use of the Services and revoking the Permissions associated with your Smart Accounts. Termination does not relieve you of any obligations accrued prior to termination. Sections 2.4, 6, 7, 9, 10, 11, 12, 14, 15, 16, 17, and 18 shall survive any termination or expiration of these Terms. *** ### 14. Privacy Your use of the Services is subject to our Privacy Policy, available at . The Privacy Policy describes how we collect, use, and disclose information about you, and it is incorporated by reference into these Terms. *** ### 15. Compliance, Sanctions, and Anti-Money Laundering You represent and warrant that your use of the Services and any funds or digital assets you transact with through the Services do not derive from, and will not be used in connection with, any illegal activity, including money laundering, terrorist financing, fraud, sanctions evasion, or tax evasion. We may, at our discretion and without liability to you, take any measures we deem appropriate to comply with applicable anti-money laundering, counter-terrorism financing, sanctions, tax-information-reporting, and other laws, including blocking access, requesting information or documentation, suspending accounts, freezing functionality, or reporting to authorities. *** ### 16. Force Majeure We shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemics, blockchain network congestion or failures, smart contract exploits, oracle or bridge failures, denial-of-service attacks, internet or telecommunications outages, cloud provider disruptions, or power failures. *** ### 17. Governing Law; Arbitration; Class Action Waiver #### 17.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. #### 17.2 Informal Resolution Before initiating arbitration, the parties agree to attempt in good faith to resolve any dispute through written notice and negotiation for a period of at least thirty (30) days. Notices to us shall be sent to . #### 17.3 Binding Arbitration If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or our relationship (including their formation, interpretation, breach, or termination) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("**AAA**") under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of the arbitration shall be Cheyenne, Wyoming, USA, although the arbitrator may permit hearings to be held by videoconference at the claimant's election. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 17. #### 17.4 Class Action Waiver YOU AND AGENTIC FINANCE INC. AGREE THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE OR CERTIFY CLASS CLAIMS. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM SHALL BE SEVERED AND PROCEED IN COURT, WHILE ALL REMAINING CLAIMS SHALL PROCEED IN ARBITRATION. #### 17.5 Exceptions Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court for disputes within that court's jurisdiction, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, or to enforce any arbitration award. #### 17.6 Opt-Out You may opt out of the arbitration agreement and class action waiver in this Section 17 by sending written notice of your decision to opt out to within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address associated with your account (if any), and a clear statement that you wish to opt out of the arbitration provisions in Section 17. Opting out will not affect any other provision of these Terms. *** ### 18. Miscellaneous #### 18.1 Entire Agreement These Terms, together with the Privacy Policy and any documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings. #### 18.2 Severability If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect. #### 18.3 No Waiver Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other. #### 18.4 Assignment You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Any unauthorized assignment is void. We may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. #### 18.5 Notices Notices to us shall be sent to: Agentic Finance Inc., 1021 E Lincolnway, Cheyenne, WY 82001, USA, with a copy to . Notices to you may be sent to the email address associated with your account (if any), posted on the Sail UI, or delivered via in-product notification, and shall be deemed given when sent or posted. #### 18.6 Headings Headings are for convenience only and shall not affect the interpretation of these Terms. #### 18.7 Independent Contractors The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. #### 18.8 Export Controls You agree to comply with all applicable U.S. and foreign export control laws and regulations in connection with your use of the Services. #### 18.9 Contact Questions regarding these Terms may be directed to . *** *Agentic Finance Inc. (d/b/a Sail) | 1021 E Lincolnway, Cheyenne, WY 82001, USA | | EIN: 32-0822535* --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. Perform an HTTP GET request on the current page URL with the `ask` query parameter: ``` GET https://docs.sail.money/legal/terms-and-conditions.md?ask= ``` The question should be specific, self-contained, and written in natural language. 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