Tony Vejseli urges the U.S. Trustee to act on critical Ionic Digital governance concerns (Read Here)

General Terms of Service

LAST REVISED: JUNE 25, 2024

Welcome, and thank you for your interest in Figure Markets Holdings, Inc., and its affiliates (“Figure,” “we,” and/or “us”). These General Terms of Service (the “General Terms”) govern your access to and use of the www.figuremarkets.com website or any related website or mobile application (“Site”), including any content, functionality, products, “Additional Services” (as defined below in Appendix B), and services offered on or through the Site (“Service”).

These General Terms, including any additional agreements incorporated by reference herein (identified in Appendix A) and any “Additional Terms” (as defined below in Appendix B) you agree to when using any Additional Services (collectively, the “Terms”), form a legally binding agreement between Figure and you regarding your use of the Service. “You” and “your” refer to any person who accesses or uses the Site or Service. You may either enter into these Terms on your own behalf for personal use or on behalf of your employer. If you are entering into these Terms on your own behalf for personal use, you are a “User” under these Terms. If you are entering into these Terms on behalf of your employer, your employer is a “Company” under these Terms and any reference to “you” or “your” will be deemed to mean your employer.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 9, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND FIGURE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. See Section 9 for additional details.

Modification Notice. We may amend or modify the Terms at any time by posting revised terms on the Site or providing a copy to you. Any such revised Terms shall be effective as of the time they are posted but will not apply retroactively. Your continued use of the Service after the posting of revised Terms constitutes your acceptance of such revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Service and close any account(s).

BY CLICKING ANY BUTTON INDICATING ACCEPTANCE (E.G., AN “I ACCEPT” BUTTON) OR INSTALLING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SERVICE, YOU ARE REPRESENTING TO US THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, YOU ARE OVER THE AGE OF 18 (OR OLDER IF YOU RESIDE IN A STATE WHERE THE MAJORITY AGE IS OLDER), AND ARE EITHER CONSENTING TO BE LEGALLY BOUND BY THESE TERMS ON YOUR OWN BEHALF AS A USER OR ON BEHALF OF A COMPANY AS AN AUTHORIZED REPRESENTATIVE OF THAT COMPANY. IF YOU ARE CONSENTING ON BEHALF OF A COMPANY, THEN YOU FURTHER REPRESENT TO US THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THESE TERMS AND THAT THE COMPANY AGREES TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR CANNOT MAKE THESE REPRESENTATIONS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND FIGURE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY FIGURE AND BY USER OR COMPANY, AS APPLICABLE, TO BE BOUND BY THESE TERMS.

1. Use of the Service.

        (a) Account. To access most features of the Service, you must apply for an account (“Account”). When applying for your Account on the Service, you may be required to provide us with some information about yourself, such as your email address, home address, a valid, government-issued photo ID, and other contact information. You agree that: (a) the information you provide to us is accurate and that you will keep it accurate and up to date at all times; (b) you are solely responsible for maintaining the confidentiality of your Account and for restricting access to it; and (c) you accept responsibility for all activities that occur in your Account or under your access credentials. When you register, you may also be asked to provide a password. You acknowledge and agree that Figure is not responsible for any third-party access to your Account that results from theft or misappropriation of your Account. You agree to immediately notify us at support@figuremarkets.com of any unauthorized use of your access credentials or otherwise of your Account or any other known or suspected breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

        (b) Digital Wallets. Some features of the Service may require that you link to your Account one or more supported blockchain-based digital asset accounts or account storage software applications (each a “Digital Wallet”). By linking any Digital Wallet to your Account, you (a) certify that you are the owner of that linked Digital Wallet or that you have appropriate permission or consent from the Digital Wallet owner(s) to link the Digital Wallet; (b) agree that any Digital Wallet information you provide to us is accurate and that you will keep it accurate and up to date at all times; (c) acknowledge that Figure is not responsible for maintaining the confidentiality of your Digital Wallet or for restricting access to it, and that use of that Digital Wallet is governed by the service and privacy terms of the provider, host, or creator of, or entity that makes available for use to you, that Digital Wallet, if any; and (d) you accept responsibility for all activities that occur in your Account through use of your linked Digital Wallet.

        (c) Consent to Access, Processing and Storage of Your Personal Data. During registration for your Account, or for any Additional Service (such as a Figure Wallet (as defined in Appendix B), or at any other time deemed necessary by Figure, you agree to provide us with the information we request for the purposes of identity verification, providing the Service to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing the Service to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your Account. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless operator to disclose your phone number, name, address, email, network status, customer type, customer role, billing type, Device identifiers (IMSI and IMEI) and other subscriber and Device details, if available, to Figure and Figure Payments and our service providers until these Terms are terminated, solely for identity verification and fraud avoidance. See our Privacy Policy for more information on how we treat your data.

        (d) Payments and Authorization. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. Figure reserves the right to determine pricing for the Service, including any features of the Service or products offered through the Service. Figure will make reasonable efforts to keep pricing information published on our website up to date. We encourage you to check our website periodically for current pricing information. Figure may change the fees for any feature of the Service, including additional fees or charges, if Figure gives you advance notice of changes before they apply. Figure will also notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize a transaction and in each receipt we issue to you. Figure, at its sole discretion, may make promotional offers with different features and different pricing to any of Figure’s users and merchants. These promotional offers, unless made to you, will not apply to your offer or these Terms. You authorize Figure to charge all sums for any Use of your Account that you confirm through the Service (including through features of the Service, such as QR codes), any orders you make, and any level of Service you select as described in these Terms or published by Figure, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, Figure may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase or requested transmission of funds in or out of your Account. Figure may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

        (e) Reversals and Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize Figure, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Digital Wallet, in any amount necessary to complete the transaction, which may include additional fees or transaction spreads.

        (f) Third-Party Services and Software. Figure may provide tools through the Service that enable you to export information to third-party services, including through features that allow you to link your Account with an account on the third-party service, such as your bank account, or through our implementation of third-party buttons. By using one of these tools, you agree that Figure may transfer that information to the applicable third-party service. Third-party services are not under Figure’s control, and, to the fullest extent permitted by law, Figure is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Figure’s control, and Figure is not responsible for their content. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components. Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining those third-party components under the applicable third-party licenses or to limit your use of those third-party components under those third-party licenses.

2. Licenses and Ownership

        (a) Licenses to Service. Subject to your complete and ongoing compliance with these Terms, Figure grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control (“Device”); and (b) access and use the Service, solely for User’s personal, non-commercial use or solely for Company’s internal business purposes, as applicable. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reproduce, distribute, publicly display, or publicly perform the Service; (ii) make modifications to the Service; or (iii) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. Except for the limited license granted in these Terms, Figure retains all right, title, and interest, including all intellectual property rights, in and to the Services. The Services constitute Figure’s valuable trade secrets. Accordingly, any unauthorized use or disclosure of information related to the Services would cause Figure irreparable harm. The license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Services or a copy of the Services. ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS ARE RESERVED BY FIGURE.

        (b) User Content. Certain features of the Services may permit users to upload and provide content to the Services, including messages, data, text, images, files, links, information, contracts, documents, materials and other types of works (“User Content”) and to publish User Content on the Services. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Services. By providing User Content to or via the Services, you grant Figure a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, for purposes of providing the Services to you and to other authorized users. Further, you give Figure permission to share your User Content with any third-party with whom you engage or wish to apply to engage, and any service provider that participates in transactions you enter, all as may be further described in the Privacy Policy. By providing User Content, you represent and warrant that: (a) your User Content is true and accurate; (b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Figure to violate any law or regulation.

        (c) Retention. You acknowledge, consent, and agree that Figure may access, preserve, and disclose content you provide us if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by our Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process (e.g., a subpoena, court order, or warrant); (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; (4) to protect the rights, property, or personal safety of Blend, our agents and affiliates, our users, and the public; or (5) to address your requests.

        (d) Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service or Account (“Feedback”), then you grant Figure a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, fully sublicensable, and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and exploit the Feedback without restriction.

        (e) Figure Intellectual Property. The Service is owned and operated by Figure. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (including of Your Account) (collectively, “Materials”) provided by Figure are protected by intellectual property and other laws. All Materials included in the Service are the property of Figure or its third-party licensors. Except as expressly authorized by Figure, you may not make use of the Materials. Figure reserves all rights to the Materials not granted expressly in these Terms. All trademarks, service marks, trade names, trade dress and related intellectual property rights in the Service or Materials (the “Marks”) are proprietary to Figure or our licensors or licensees. You may not use, reproduce or display any of the Figure Marks except upon Figure’s prior written consent.

3. Communications

        (a) Overview. Your acceptance of the Electronic Communications Policy is required to create your Account. By accepting these Terms, you expressly consent to be contacted by us or our affiliates at any telephone number, e-mail address, mailing address, or physical or electronic address you provide or at which you may be reached in accordance with these Terms. You agree that we, our affiliates, agents, or service providers may contact you in any way, including by e-mail, SMS messages (including text messages, subject to these Terms), calls using pre-recorded messages or artificial voice, and calls and messages delivered using automatic telephone dialing systems (auto-dialer) or an automatic texting system at any phone number you have provided to us, including any mobile phone number, as well as any address in our records or in public or nonpublic databases. In addition, we may contact other people who may provide employment, location, or other contact information for you. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an agent or representative of ours calls you, he or she may also leave messages on your answering machine, voice mail, or send messages via text. You can revoke your consent at any time by contacting us at support@figuremarkets.com. You certify, warrant, and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number. You are responsible for any and all charges imposed by your communications service provider. You agree that we and our agents, representatives, affiliates or anyone calling on our behalf may contact you on a recorded or monitored line and that any incoming calls may also be recorded and monitored.

        (b) Text Messaging. SMS text messaging is a quick and easy way for you to receive information about the Service, our other products, and any promotions. You understand that you are not required to provide consent to marketing SMS messages as a condition to accessing the Service. YOU CAN CANCEL THE SMS SERVICE AT ANY TIME. JUST TEXT "STOP" TO THE SHORT CODE FROM WHICH THE MESSAGE IS RECEIVED. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@figuremarkets.com. or by calling 888-851-4883. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You are responsible for any and all such charges, including fees associated with text messaging, imposed by your communications service provider. Message frequency may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. See our Privacy Policy for more information on how we treat your data.

        (c) Push Notifications. You agree to receive alerts about your Account activity, balances on your Account, payments, suspicious activities, and other matters involving your use of the Service through push notifications to your Device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. Figure is not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content, or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your Account or use of the Service. Figure may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your Device.

        (d) Email. We may send you emails concerning the Service and our other products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

4. Your Obligations

        (a) Compliance with Laws. You agree that you will not use the Service in any unlawful manner or for any unlawful purpose. You may not use or otherwise export or re-export the Service except as authorized by U.S law. Figure does not represent that the Service is appropriate or available for use in any geographical location. Any entity choosing to use the Service is solely responsible for compliance with all applicable laws. The Service is subject to U.S. export controls and may not be downloaded, exported, or re-exported: (i) into (or to a national or resident of) Burma (Myanmar), Cuba, Iran, North Korea, Sudan, Syria, Libya, or any other country with respect to which the U.S. government maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or included in General Order 3 (15 C.F.R. Part 736, Supplement 1) (collectively, “U.S. Prohibited Party Lists”). By downloading and/or using the Service, you represent and warrant to Figure that you are not: (A) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or that has otherwise been designated by the U.S. government as a “terrorist supporting” country; or (B) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.

        (b) Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO: (i) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (ii) submit any materials in connection with the use of the Service that will violate or infringe upon the rights of any third party, or contain otherwise unlawful material; (iii) attempt to access or search the Service or Materials or download Materials from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools and the like) other than the software or search agents provided by Figure or other generally available third-party web browsers; (iv) interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit use or copying of any content or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; (v) interfere with the operation of the Service, including by uploading or otherwise disseminating any virus, adware, spyware, worm, Trojan Horse, disabling device, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; (vi) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; (vii) sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or (viii) attempt to do any of the acts described in this Section 84(b) or assist or permit any person in engaging in any of the acts described in this Section 4(b).

        (c) Unauthorized or Incorrect Transactions. By using the service, you acknowledge and agree that you have an affirmative duty to promptly review any and all trade confirmations and periodic account statements for accuracy and completeness. When a Digital Asset transaction or fiat transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible at support@figuremarkets.com. You are responsible for regularly monitoring your transactions and timely notifying us of any dispute. Timely reporting of an unauthorized transaction does not guarantee that Figure will or can reverse a transaction or provide full or partial reimbursement.

5. Modifications

        (a) Modification of Terms. We may, from time to time, change these Terms on a going-forward basis. Please check these Terms periodically for changes. Figure may provide notice of modified terms by posting them on the Site, e-mailing you, providing you a notice through your Account or Digital Wallet, or through other methods of communication which we deem reasonable. Revisions will be effective immediately except that, for existing users, material revisions will, unless otherwise stated, be effective 30 days after posting or notice to you of the revisions. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. If you do not agree to the modified terms, you should remove your Account and discontinue your use of the Service. Except as expressly permitted in this Section 5, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

        (b) Modification of Service. Figure reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Figure will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. Figure also reserves the right to make software updates to the Service and make those updates available to you. If Figure makes any software update to the Service available to you, you agree to install the update in order to continue using the Service. Any software update to the Service may be subject to additional terms and conditions made known to you at the time any such update is made available to you.

6. Term and Termination. These Terms will be effective upon the earlier of your acceptance of these Terms or use of the Service and will continue until terminated (the “Term”). If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Figure may, at its sole discretion, terminate these Terms or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your Account and these Terms at any time by contacting customer service at support@figuremarkets.com. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Figure any unpaid amount that was due prior to termination; and (d) Sections 2 and 7 through 10 will survive.

7. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend, indemnify, and hold harmless Figure, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (collectively, the “Figure Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

8. Disclaimers and Limitations on Liability.

        (a) DISCLAIMERS; NO WARRANTIES. YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF ALL OR ANY PORTION OF THE SERVICE (INCLUDING YOUR ACCOUNT) IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND YOUR ACCOUNT ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIGURE AND ALL FIGURE ENTITIES DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING: (I) WARRANTIES OF COMPANY ABILITY, QUALITY, ACCURACY, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND YOUR ACCOUNT; AND (II) WARRANTIES THAT THE SERVICE AND YOUR ACCOUNT, AND ANY DATA PROCESSED THROUGH OR USING THE SERVICE IS SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAW, THEN ANY WARRANTY THAT CANNOT BE EXCLUDED IS LIMITED TO THE SHORTER OF: (A) 90 DAYS FROM THE DATE OF FIRST DELIVERY OF THE SERVICE; AND (B) THE SHORTEST PERIOD PERMITTED UNDER APPLICABLE LAW.

NONE OF FIGURE, ANY OF ITS AFFILIATES, SUBSIDIARIES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS OR LICENSORS GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, SUITABILITY, AVAILABILITY OR USEFULNESS OF ANY OF THE SERVICES, FOR ANY PURPOSE, AND EACH OF THESE PERSONS DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE SERVICES. NONE OF THE SERVICES CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITY OR TO PARTICIPATE IN ANY TRADING STRATEGY. THE SERVICES ARE NOT INTENDED TO BE RELIED UPON AS THE BASIS FOR ANY INVESTMENT DECISION. THE SERVICES ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, OR TAX ADVICE, AND YOU SHOULD CONSULT YOUR OWN ATTORNEY, BUSINESS ADVISOR, AND/OR TAX ADVISOR IN ORDER TO MAKE AN INDEPENDENT DETERMINATION OF THE SUITABILITY AND LEGAL, BUSINESS, AND TAX CONSEQUENCES OF ANY ACTION. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. FIGURE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. FIGURE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE OR SERVICES ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR SERVICES.

        (b) LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE: (A) FIGURE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR UNDER THESE TERMS WILL NOT EXCEED US$100 IF YOU ARE A USER AND WILL NOT EXCEED THE GREATER OF $100 AND TOTAL FEES PAID TO FIGURE BY COMPANY IN THE LAST 12 MONTHS IF YOU ARE A COMPANY; AND (B) FIGURE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ANY FIGURE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

9. Dispute Resolution; Agreement to Arbitrate.

        (a) Generally. In the interest of resolving disputes between you and Figure in the most expedient and cost effective manner, and except as described in Section 9(b) and 9(d), you and Figure agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FIGURE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

        (b) Exceptions. Despite the provisions of Section 9(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

        (c) Opt-Out. If you are a User and do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 9 within 30 days after the date that you agree to these Terms by sending a letter to Figure Technologies, Inc., Attention: Legal Department – Arbitration Opt-Out, P.O. Box 40534, Reno, NV 89504 that specifies: your full legal name, the email address associated with your Account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Figure receives your Opt-Out Notice, this Section 9 will be void and any action arising out of these Terms will be resolved as set forth in Section 10(b). The remaining provisions of these Terms will not be affected by your Opt-Out Notice. Only a User, and in no event a Company, may exercise this opt-out right.

        (d) Arbitrator. Any arbitration between you and Figure will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Figure. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

        (e) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Figure’s address for Notice of Arbitration is: Figure Technologies, Inc., P.O. Box 40534, Reno, NV 89504. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Figure may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Figure must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.

        (f) Fees. If you are a User and commence arbitration in accordance with these Terms, Figure will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Figure for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

        (g) No Class Actions. YOU AND FIGURE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Figure agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

        (h) Modifications to this Arbitration Provision. If Figure makes any future change to this arbitration provision, other than a change to Figure’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Figure’s address for Notice of Arbitration, in which case your account with Figure will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

        (i) Enforceability. If you are a User and Section 9(g) is found to be unenforceable or if you are a User or Company and the entirety of this Section 9 is found to be unenforceable, or if Figure receives an Opt-Out Notice from you as a User, then the entirety of this Section 9 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10(b) will govern any action arising out of or related to these Terms.

10. Risk Disclosures and Acknowledgement. Investing, transacting, and engaging in other activities involving digital assets involves risk and may not be suitable for all users.

By accessing the Service(s), you acknowledge the following risks, which is not intended to be a complete list of all risks related to engaging in digital asset activity:

  • Virtual Currency is not legal tender, it is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation Protections;
  • Legislative and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;
  • Transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  • Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or we initiate a transaction;
  • The value of Virtual Currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear;
  • There is no assurance that a person who accepts a Virtual Currency as payment today will continue to do so in the future;
  • The volatility and unpredictability of the price of Virtual Currency relative to fiat currency may result in significant loss over a short period of time;
  • The nature of Virtual Currency may lead to an increased risk of fraud or cyber attack;
  • The nature of Virtual Currency means that any technological difficulties we experience may prevent the access or use of your Virtual Currency; and
  • Any bond or trust account maintained by Figure for your benefit may not be sufficient to cover all losses incurred by you and/or other users.

11. Miscellaneous.

        (a) General Terms. These Terms, including any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Figure regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

        (b) Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Figure submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms.

        (c) Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries must be sent to Figure Technologies, LLC., Attn: Complaints, P.O. Box 40534, Reno, NV 89504. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

        (d) Confidentiality. Please be aware that the Services may permit you to access sensitive and confidential information (“Confidential Information”) regarding Figure and its affiliates and their respective clients or customers (“Disclosing Party”), and such information may be subject to existing confidentiality obligations between you and the Disclosing Party, including, by way of example, a written non-disclosure agreement or employee confidentiality agreement (an “NDA”). Nothing in these Terms provides you a right to disclose, or provide access to, any Confidential Information to any third party in violation of your NDA. The Services and its related information is the confidential information of Figure. You will not disclose any features of, or information pertaining to, the Services to any third party without the prior written approval of Figure, except that you will not be liable for the disclosure of any information which is: (a) in the public domain other than by a breach of these Terms by you; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Figure; or (d) generally made available to third parties by Figure without restriction on disclosure. You will immediately notify, and cooperate fully with Figure in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information.

        (e) No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

        (f) International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. The Site is hosted in the United States. If you are accessing this Site from outside the United States, you may be subjecting yourself to United States law, which may differ from your local laws, including laws that govern personal data collection, use, and disclosure. In your use of this Site or Service, you may transfer certain personal information to the United States. To the extent permitted by applicable law, your use of the Site or Service shall constitute your consent to the transfer of personal information to the United States and the applicability of United States law. Please visit www.figuremarkets.com/disclosures/privacy-policy/ for additional information.

        (g) Notice Regarding Apple. This Section 10(h) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Figure only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that: (A) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.

Appendix A: Incorporated Agreements

In addition to the General Terms described above, the following agreements, policies, or notices (the “Incorporated Agreements”) are incorporated into the Terms as follows. Capitalized terms used in these Incorporated Agreements and not otherwise defined have the meanings given to them in the General Terms of Service. If any provision of these Incorporated Agreements conflicts with the General Terms, then the provision in the Incorporated Agreements governs.

I. Electronic Communications Policy

By accepting these Terms or using the Site or any Service, you consent to electronic communications as described in the Electronic Communications Policy, which is incorporated into this Agreement by this reference.

II. Privacy Policy

Your use of the Site and the Service is subject to the Privacy Policy, which is incorporated by this reference into, and made a part of, these Terms. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information.

Appendix B: Additional Services and Additional Terms

The following services ("Additional Services") may be made available to users of the Service that fulfill certain eligibility criteria and that create an Additional Service-specific Account. In addition to the other applicable provisions of the General Terms of Service, the below provisions applicable to each of the Additional Services (the “Additional Terms”) apply to your use of such Additional Service.

Capitalized terms used in these Additional Terms and not otherwise defined have the meanings given to them in the General Terms of Service. If any provision of these Additional Terms conflicts with the General Terms, then the provision in the Additional Terms governs. If you do not use any Additional Services, then this Appendix does not apply to you.

I. FIGURE DIGITAL WALLET SERVICES

  1. Digital Wallet Overview. Figure makes available to users Digital Wallets that are “self-custody” or unhosted multi-signature (each, a “Figure Wallet”). The Figure Wallet enables users to (i) purchase, store, transfer, and sell digital assets from a blockchain address on the Provenance Blockchain; (ii) link to certain FIgure and third party applications; (iii) obtain additional functionality as Figure may add to the Wallet from time to time; and (iv) view addresses and information that are part of the Provenance Blockchain (collectively the “Wallet Service”). Figure developed these Wallet specific Terms of Service (these “Wallet Terms”) to describe the terms that govern your use of all versions of the Wallet and the Service.

  2. Digital Wallet Eligibility. You may use the Wallet Service if you are 18 years or older and are not barred from using the Wallet Service under applicable law. We may, in our sole discretion, refuse to open a Figure Wallet, suspend or terminate any Figure Wallet, suspend or terminate the sending of digital assets from your Figure Wallet, or suspend or terminate the trading of digital assets in your Figure Wallet. Residents of, or businesses based in, New York, are not eligible or authorized to use a Figure Wallet.

  3. Ownership and Control. You own and control the digital assets held in your Figure Wallet. As the sole owner of digital assets in your Figure Wallet, you shall bear all risk of loss of such digital assets. You agree that Figure shall have no liability for digital asset fluctuations or loss associated with your use of the Figure Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your digital assets by sending them to a different blockchain address.

  4. Registration and Your Information. If you want to use the Service, you will have to access your Figure Wallet through electronic private keys (the “Keys”) for your Figure Wallet, or your twenty-four word recovery phrase (“Recovery Phrase”), which is used to access the digital assets associated with your Figure Wallet. Your Keys and Recovery Phrase will be provided to you after you open the Figure Wallet.

    You are solely responsible for the retention and security of your Figure Wallet credentials. Anyone that has access to your Recovery Phrase or your Keys can access your Figure Wallet. You agree that you won’t disclose your Figure Wallet credentials to anyone and you’ll notify us immediately of any unauthorized use of your Figure Wallet. You’re responsible for all activities that occur under your Figure Wallet, or are otherwise referable to your FIgure Wallet, whether or not you know about them. We reserve the right to suspend or terminate your FIgure Wallet, including if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Figure Wallet registration requirements or these Terms.

    IF YOU LOSE YOUR RECOVERY PHRASE OR YOUR KEYS, YOU WILL NOT BE ABLE TO ACCESS ANY DIGITAL ASSETS ASSOCIATED WITH YOUR FIGURE WALLET. YOU ACKNOWLEDGE THAT FIGURE DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR RECOVERY PHRASE OR YOUR KEYS. YOU AGREE TO HOLD FIGURE AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR RECOVERY PHRASE OR YOUR KEYS. YOU AGREE THAT FIGURE AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR RECOVERY PHRASE OR YOUR KEYS AND CANNOT ACCESS YOUR DIGITAL ASSETS.

  5. Delegation of Keys. You may be able to delegate the Keys associated with your Figure Wallet to a third party through the Service. If you do so, you will be able to access your Figure Wallet through an access procedure provided by that third party.

    IF THE THIRD PARTY LOSES, MISUSES, CORRUPTS, DAMAGES, DESTROYS, OR PREVENTS YOU FROM ACCESSING YOUR KEYS IN ANY OTHER MANNER, YOU MAY NOT BE ABLE TO ACCESS ANY DIGITAL ASSETS ASSOCIATED WITH YOUR THE FIGURE WALLET. YOU AGREE THAT FIGURE DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF ANY KEYS YOU HAVE DELEGATED TO ANY OTHER PARTY. YOU AGREE TO HOLD FIGURE AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM A THIRD PARTY LOSING, MISUSING, CORRUPTING, DAMAGING, DESTROYING, OR PREVENTING YOU FROM ACCESSING YOUR KEYS IN ANY OTHER MANNER. YOU AGREE THAT FIGURE AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF A THIRD PARTY LOSES, MISUSES, CORRUPTS, DAMAGES DESTROYS, OR PREVENTS YOU FROM ACCESSING YOUR KEYS IN ANY OTHER MANNER AND YOU CANNOT ACCESS YOUR DIGITAL ASSETS.

  6. Acknowledgement of Risk. As with any asset, the value of digital assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding digital assets is suitable for you. You acknowledge that digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

  7. ADDITIONAL DISCLAIMERS. YOU REPRESENT AND WARRANT TO US THAT YOU WILL NOT USE ANY DIGITAL ASSETS IN YOUR FIGURE WALLET IN VIOLATION OF ANY APPLICABLE LAWS, INCLUDING ANY ANTI-MONEY LAUNDERING LAWS. WE RESERVE THE RIGHT, WITHOUT PRIOR NOTIFICATION, TO LIMIT YOUR USE OF THE FIGURE WALLET. YOU ABSOLVE US OF ANY RESPONSIBILITY TO MAINTAIN OR UPDATE YOUR DIGITAL WALLET. FIGURE IS NOT, TO THE GREATEST EXTENT PERMITTED BY LAW, LIABLE FOR ANY LOSS OF ANY KIND SUFFERED BY YOU IN CONNECTION WITH OR ARISING FROM THE ACQUISITION, LOSS, FORFEITURE, OR ANY USE WHATSOEVER OF THE FIGURE WALLET BY YOU.

  8. Additional Privacy Terms. When using or transacting on a blockchain, information related to your Digital Wallet, such as an “address,” “public key,” and the nature and extent of digital assets associated with the Digital Wallet (“Digital Wallet Information”), may be publicly visible on the blockchain. Additionally, if you use your Digital Wallet to engage in any transaction, other users or viewers of the blockchain will have access to your transaction information, and users with whom you interact with may store or re-share your information with others, on or off of the Service. BY USING YOUR FIGURE WALLET, DIRECTLY OR INDIRECTLY BY LINKING YOUR FIGURE WALLET TO AN ACCOUNT, YOU EXPRESSLY CONSENT TO ALLOWING YOUR DIGITAL WALLET INFORMATION AND RELATED TRANSACTION INFORMATION TO BE PUBLICLY VISIBLE ON THE BLOCKCHAIN.

II. FIGURE MARKETS CRYPTOCURRENCY EXCHANGE SERVICES

  1. Figure Markets General Terms and Conditions. These terms and conditions (the “Terms”) apply to your use of the Figure Markets Cryptocurrency/Digital Asset Exchange website, applications, platforms, trading and other services (the “Services”) that may be used to transact in certain digital assets and cryptocurrency, which are a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network (each a “Digital Asset” or "Virtual Currency") or use other Digital Asset services, to the extent that you elect to transact in Digital Assets. As used in these Terms, “Figure Markets” refers to Figure Markets, Inc. and its wholly owned subsidiaries, including, but not limited to, Figure Payments Corporation. Money and virtual currency transmission services, as applicable, are provided by Figure Payments Corporation, which is a licensed money transmitter and virtual currency business (together with Figure Markets, Inc., “Figure Markets,” “we,” “our” or “us”). Click here for more information on Figure Payments Corporation’s licensing. Click here for important disclosures on trading via Figure Markets and the Services.

  2. Acceptance of Terms. Please read these Terms carefully as they are binding and govern your use of the Services. These Terms are in addition to any other terms, conditions or agreements between you and Figure Markets or other third parties with products or services integrated into or accessible via the Services. By accessing, using and continuing to use the Services, you agree to these Terms and any amendments thereto. These Terms may be amended at any time and without notice to you, including updates regarding changes to the Services, the addition of new Services, legal or regulatory developments, or to prevent harm to our users and Services. These Terms may be modified in writing and any update will be effective as of the “last updated” date set forth herein. If you continue to access or use the Services after these Terms are updated, you agree to all such updates.

  3. Eligibility. The Services are made available for users in many states and countries, subject to eligibility requirements and geographic availability. Not all Services are available in every location. Moreover, users in some locations may be provided the Services, or some portion thereof, by one or more of our affiliates.

    To use the Services, you must create an account with us, fund your account and meet the following criteria:

    • If you are an entity, you are duly organized and in good standing under the applicable laws of the country of your organization;
    • If you are an individual, you are old enough to legally form a binding contract in your jurisdiction (e.g., 18 years old in the United States);
    • You have a valid email address, telephone number, street address and any other information that we may reasonably request during onboarding and verification;
    • You have the power and authority to enter into and agree to these Terms;
    • You have not been suspended, removed or otherwise restricted from using the Services;
    • You are not located in, a resident of, or under the control of any person resident in, located in, under the control of or organized in, any sanctioned or embargoed jurisdiction or any other jurisdiction here we may restrict or limit use of the Services; and
    • You are not listed on, or under the control of any person listed on OFAC’s list of Specially Designated Nationals and Blocked Persons List or any other similar regional, federal or non-US restricted or watch lists.

    You may be asked to provide additional information or to comply with additional requirements to open an account and use the Services. When applicable, we will communicate any such additional requirements to you and you must comply with the additional requirements to access and use the Services. By creating an account, accessing the Services and continuing to use the Services, you represent and warrant that you meet all applicable eligibility requirements. If you do not meet all eligibility requirements, then you must immediately stop using the Services and notify us. Even if you meet the eligibility requirements, we reserve the right to, in our sole discretion, determine that you are no longer eligible to own an account or use the Services.

    You acknowledge and agree that we may make direct or indirect inquiries that we consider necessary to verify your identity, confirm that you satisfy the eligibility requirements, to investigate and protect you or us against fraud or other crimes, and as we may otherwise determine may be necessary or appropriate to enforce these Terms and applicable laws, subject to applicable privacy laws. We may take any action that we deem to be reasonably necessary based on the results of our inquiries and we have no obligation to inform you of the results of any inquiry or to offer remedial measures.

  4. Services and Content, Generally. The Services may include or make available certain information, content and product offerings, including, without limitation: (i) Digital Asset trading and related costs and fees; (ii) account balances, positions, transactions, confirmations and history; (iii) market data such as prices, quotations, last sale information or similar information; (iv) historical prices, quotations or similar information; (v) general information, commentary, educational material and similar information and data concerning Figure Markets, the Services and/or Digital Assets markets generally; (vi) Figure Markets names, logos, products and service names, trade names, trademarks and other marks owned by Figure Markets; and (vii) other information, data, content, services, software or features created or issued by Figure Markets (collectively, “Content”). Content or some portion thereof may be created, issued or managed by third parties or service providers.

    Content posted or made available via the Services is created as of its stated date, or in the alternative, the date it was first publicly authored. You acknowledge that neither Figure Markets nor any third parties, including service providers, have endeavored to update any content listed on the Services. Third parties may place Content on the Services, and Figure Markets does not edit or endorse any such content. Further, Figure Markets cannot warrant that any content is free from errors or is otherwise true or correct, and Figure Markets is not responsible for any content or materials made available from third parties. By using the Services, you accept and agree that you will not hold Figure Markets liable for: any inaccurate information in the Content; any loss or damages incurred from or resulting because of any error within such Content; interruption in any such Content due either to any negligent act or omission by any party due to any “force majeure” (e.g., including but not limited to pandemic, weather conditions, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, technological or software malfunction); or to any other cause beyond the reasonable control of Figure Markets or its service providers.

    Figure Markets provides the Content solely and exclusively for your personal access and use. Commercial use is prohibited. Figure Markets does not permit any part of the Content or Services to be copied, posted, publicly shared, transmitted or distributed to any other electronic device, website or other method for sharing or distribution for any commercial enterprise, without Figure Market’s express prior written consent. You acknowledge that Figure Markets is the sole and exclusive owner of any commercial marks or other intellectual property as referenced in these Terms, and that other marks or intellectual property are the property of their respective owners, you agree you will not use any marks or intellectual property for any purpose without the prior express written content of the owners of such marks.

    Prices and quotations may not appear in real time and may be displayed with a delay. Figure Markets does not guarantee, warrant or make representations as to the correctness or timeliness of any price information. Figure Markets does not guarantee, warrant or make representations as to the current or future price or suitability of any given transaction or asset with respect to any user, or any particular financial instrument.

  5. Digital Asset Provisions; Connected Wallets. As part of the Services, we will allow qualifying users to transfer supported and accepted Digital Assets to an account for holding Digital Assets (a “Digital Asset Wallet”) that is connected to the Services. Your Digital Asset Wallet allows you to store, track, transfer and manage your balances of Digital Assets. The private keys, which are used to process transactions, are split using multiparty computation technology and distributed across multiple nodes on a decentralized network (“MPC Nodes”), requiring adherence to a policy that requires multi-party acknowledgment to assemble the full key necessary to complete all transactions.

  6. Supported Digital Assets. Your Digital Asset Wallet is intended solely for proper use of Digital Assets that are supported by the Services. Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request or receive any assets other than supported Digital Assets. We assume no responsibility in connection with any attempt to use your Digital Asset Wallet with Digital Assets that we do not support or Digital Assets that we do not support on an unsupported blockchain. You acknowledge and agree that Figure Markets is not liable for any unsupported Digital Asset that is sent to a wallet associated with your account. You acknowledge and agree that Figure Markets is not liable for a Digital Asset that is sent to a wallet associated with your account via an unsupported network or blockchain.

We may in our sole discretion terminate support for any particular Digital Asset. If you do not sell or send such Digital Asset off platform before we terminate support for such Digital Asset, then we may, in our discretion, remove such Digital Asset from your Digital Asset Wallet and credit your account with the equivalent market value of a supported Digital Asset or other asset minus transaction costs.

  1. Fungibility of Certain Digital Assets. You agree that all forms of the same Digital Asset that may be held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to: (a) whether any form of such Digital Asset is wrapped; or (b) the blockchain protocol on which any form of such Digital Asset is stored.

  2. Operation of Digital Asset Protocols. We do not own or control the underlying software protocols that govern the operation of Digital Assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify and distribute them. We assume no responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality and/or the name of the Digital Assets in your Digital Asset Wallet or other wallet. We do not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by us in determining whether to continue to use a Figure Markets account for the affected Digital Asset. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of assets maintained via the Services, including without limitation, temporarily suspending operations for the involved Digital Asset(s); we will endeavor to provide you notice of our response to any material operating change, however, such changes are outside of our control and may occur without notice to us. Our response to any operating change is subject to our sole discretion and may include deciding not to support any new Digital Asset, fork or other actions. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that we are not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that we have sole discretion to determine our response to any operating change and that we have no responsibility to assist you with unsupported cryptocurrencies or protocols. You further acknowledge and accept that we have no responsibility to support new Digital Asset forks or operating changes for Digital Assets.

  3. Digital Asset Ownership. All Digital Assets in your Digital Asset Wallet are owned by you, as described in further detail below.

  4. Ownership and Title. Title to Digital Assets shall at all times remain with you and shall not transfer to Figure Markets or to the operators of any MPC Nodes. All interests in Digital Assets held for Digital Asset Wallets are held for customers; they are not the property of Figure Markets or the operators of MPC Nodes, nor are they subject to claims of the creditors thereof. As owner of the Digital Assets credited to your Digital Asset Wallet, you shall bear all risk of loss of such Digital Assets. Figure Markets shall have no liability for Digital Asset fluctuations or loss. None of the supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, Figure Markets or the operators of any MPC Nodes; neither Figure Markets nor the operators of any MPC Nodes represent or treat assets in your Digital Asset Wallet as belonging to Figure Markets or the operators of any MPC Nodes. Neither Figure Markets nor the operators of any MPC Nodes may grant a security interest in the supported Digital Assets held in your Digital Asset Wallet. Except as required by law, or as provided herein, neither Figure Markets nor the operators of any MPC Nodes will sell, transfer, loan, hypothecate or otherwise alienate supported Digital Assets in your Digital Asset Wallet unless instructed by you.

  5. Application of the Uniform Commercial Code. All Digital Assets credited to the Digital Asset Wallet will be treated as “financial assets” under Division 8 of the California Uniform Commercial Code (“Division 8”). Figure Markets is a “securities intermediary” as used in Division 8 with respect to Digital Assets, and your Digital Asset Wallet is a “securities account” as used in Division 8. As stated in Division 8, “the characterization of a person, business, or transaction for purposes of this division does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule,” including the U.S. Commodity Exchange Act and any federal, state or foreign securities laws, rules or regulations. We will execute your instructions with respect to your Digital Assets, subject to these Terms.

  6. Control and Customer Instructions. You control the Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, protocol requirements, time to conduct blockchain operations to fulfill your request and other applicable policies, you may withdraw your supported Digital Assets by sending an instruction through the Services to transfer the applicable supported Digital Asset from your Digital Asset Wallet to a different blockchain address. The private keys, which are used to process transactions for the Digital Assets, will be split across MPC Nodes on a decentralized network.

  7. Omnibus Accounts. In order to more securely and effectively operate the Services, shared blockchain addresses, controlled by the operators of MPC Nodes, may be used to transfer supported Digital Assets. Nevertheless, Figure Markets will maintain ledgers for each user’s account.

  8. Disclaimer and Limitation of Liability. The Content referenced above and Services referenced herein are provided on an “as is” and “as available” basis. Figure Markets expressly disclaims all warranties of any kind with respect to the Content referenced above and the Services referenced herein, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Figure Markets and any third party providers cannot warrant, represent or otherwise guarantee the correctness, timeliness or completeness of any content. You agree to use the Services or Content at your own risk. Neither Figure Markets nor any particular third parties explicitly or implicity approve or otherwise endorse any Content, and Content is provided only for informational purposes. Content does not, and is not intended to, provide financial, legal, tax or investment advice or recommendations. Your transactions are self-directed and you are solely responsible for determining whether any particular investment, financial instrument, asset or investment strategy, is suitable or appropriate/reasonable for your circumstances, including, without limitation, your investment time horizon, risk tolerance and liquidity needs. You should consult your legal or tax professional regarding your specific circumstances.

    FIGURE MARKETS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FIGURE MARKETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (iii) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (iv) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE.

  9. Representations and Warranties. You acknowledge and agree that you will not use the Services to:

  • Engage in or otherwise facilitate any illegal, fraudulent, manipulative or deceptive conduct, including illegal trading, money laundering or terrorist activities;
  • Use the Content or Services in any manner that infringes, misappropriates or otherwise violates any intellectual property or similar rights of Figure Markets or any third party;
  • Use the Content or Services in any manner that violates any local, state, federal or foreign laws, rules or regulations, or that violates these Terms;
  • Deposit any Digital Assets or fiat via the Services that is directly or indirectly derived from, or part of the proceeds of, any unlawful, criminal or fraudulent scheme or activity;
  • Use the Content or Services in any manner to harm other users or investors;
  • Reverse engineer, copy, modify or disassemble the Content or Services;
  • Develop any software, services, products, bots, applications or other technology that uses or interacts with the Content or Services;
  • Use the Content or Services in any manner to develop, build or operate products, content or services that compete with the Content or Services;
  • Access or use another user’s account;
  • Provide any false, misleading or otherwise inaccurate or manipulated information to Figure Markets in connection with your access to and use of the Content or Services; and/or
  • Facilitate, aid, abet or other encourage any other person from doing any of the foregoing or otherwise violate any aspects of the Terms.
  1. General Provisions
  • Termination. By using the Services, you agree that with or without notice or cause Figure Markets may terminate these Terms at any time, and such termination will become effective immediately. In addition, if you fail to comply with any provision of the Terms herein, including, without limitation, the Eligibility requirements, then Figure Markets, acting in its sole discretion, may terminate these Terms and your access to and use of the Services unilaterally and without notice. If Figure Markets terminates your access to and use of the Services in this way, you agree that Figure Markets will not be liable to you or any other party as a consequence of termination or suspension of the Services, and will not be responsible for any consequential claims raised by you or any third parties relating to such termination, as described further herein.
  • Survival. The following provisions will survive the expiration or termination of these Terms for any reason: Sections 4 (Disclaimer and Limitation of Liability), 6.b (Survival), 6.c (Notices), 6.d (Governing Law) and 6.e (Disputes).
  • Notices. From time to time Figure Markets may send notices to you directly, such as via email, web platform, mobile platform, phone, mail or other means. By agreeing to these Terms, you accept constructive or actual notice of notices provided from time to time by Figure Markets.
  • Governing Law. You acknowledge that these Terms will be governed by and/or interpreted under the laws of the State of California, without giving effect to principles of conflicts of law.
  • Dispute Resolution
    • THESE TERMS INCLUDE A PRE-DISPUTE ARBITRATION CLAUSE. BY AGREEING TO THE TERMS, YOU AGREE AS FOLLOWS: You and Figure Markets are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
    • You and Figure Markets will not commence against the other party a class action, class arbitration or representative action or proceeding.
    • Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
    • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel in a timely manner prior to the first scheduled hearing date.
    • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
    • Any controversy or claim arising out of or relating to the Terms or your use of the Content or Services shall be settled by arbitration in San Francisco, California, in accordance with American Arbitration Association rules and procedures.
    • Your agreement to the Terms constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under federal law or the law of the state of California. If you are a resident or national of a country other than the United States, you waive your right to file an action against Figure Markets in any foreign venue.
  • Severability. If any provision of these Terms is later ruled and/or deemed unlawful, void or otherwise unenforceable for any reason, then that provision will be deemed severable from these Terms, and the remainder of these Terms will remain fully valid and enforceable despite the severed provision(s).
  • Entire Agreement. These Terms, and any amendments thereto, are the entire agreement of the Parties concerning the subject matter hereof, and supersede all prior agreements and understandings with respect to said subject matter.