Aquarium
Terms of Service

Aquarium Terms of Service

Last updated: February 17, 2026

By clicking “I accept”, or by allocating any Stablecoins or User Tokens (defined below) to the Aquarium smart contract (the “Aquarium”) as described herein, the individual or entity (“User,” “you,” or “your”) entering into this agreement between Butterfly Research, a Cayman Islands exempt company (“Butterfly”) and such User (this “Agreement”) agrees to the terms of this Agreement. If User is a decentralized autonomous organization or similar decentralized entity, whether registered or unregistered in any jurisdiction (“DAO”), references to “User” in this Agreement shall include all members of the DAO, as membership is defined by its governing charter or other documents. This Agreement is made effective as of the sooner of the date User clicks to accept this Agreement or the date on which User deploys USDC or other stablecoin to the Aquarium (“Effective Date”). User and Butterfly are individually referred to herein as a “Party,” and together as the “Parties.”

Section 1. DEPLOYED ASSETS

  1. Agreement to Deploy Assets. Subject to the terms and conditions of this Agreement and any additional terms provided by Butterfly from time to time, including the terms of User’s agreement with Butterfly with respect to use of Aquarium (“Subscription Agreement”), User agrees to deploy a certain amount of (i) USDC or other stablecoin then-currently accepted by Butterfly (“Stablecoin”) and/or (ii) tokens offered or supported by User (“User Token”) to Aquarium (each such group of digital assets, an “Allocation” and all Allocations, as deployed to Aquarium, the “Deployed Assets”).
  2. Use of Deployed Assets. Subject to this Agreement, User agrees that Butterfly may use the Deployed Assets for any purpose in connection with its customary business activities. User acknowledges and agrees that Butterfly is using the Deployed Assets for Butterfly’s own account, and not on User’s behalf, and that Butterfly is not acting as a broker, dealer, broker-dealer, investment advisor, investment manager, agent, fiduciary, or in any similar capacity in connection with any Deployed Assets.
  3. Allocation Withdrawal Options. User shall be entitled to withdraw the entirety of each Allocation by calling the applicable “Cancel” functionality on Aquarium. At the termination of User’s applicable subscription under the Subscription Agreement, following such withdrawal initiation, the Stablecoins and User Tokens shall be delivered in-kind to the wallet address designated by the User when the User initially made such Allocation, unless otherwise notified by User to Butterfly.
  4. Procedure. Additional specific and final terms of any particular Allocation shall be the terms provided by Butterfly at the time an Allocation is deployed to Aquarium (“Allocation Terms”). In the event of a conflict of terms between this Agreement and the Allocation Terms, the Allocation Terms shall govern. The Allocation Terms, together with this Agreement and the Subscription Agreement (as applicable), shall constitute the terms agreed between the Parties with respect to a particular Allocation. You are responsible for reviewing the particular Allocation Terms prior to deploying any Allocation.
  5. Term. The term of the Agreement shall commence on the Effective Date and shall terminate on the date that is the earlier of (i) the date set forth in the Allocation Terms, and (ii) the termination of this Agreement pursuant to Section 1(f) below (the “Termination Date,” and the period between the Effective Date and the Termination Date, the “Term”).
  6. Termination.
    1. User may terminate this Agreement automatically (i) following withdrawal of any Allocation and termination of the applicable Subscription Agreement or (ii) immediately upon the occurrence and continuation of an Event of Default (defined below) with respect to Butterfly.
    2. Butterfly may terminate this Agreement and/or any Allocation deployed subject to this Agreement immediately upon written notice to User:
      1. upon the occurrence and continuation of an Event of Default with respect to User;
      2. if it considers, in its commercially reasonable discretion to be exercised in good faith, that any activity conducted in connection with this Agreement could result in a breach of applicable law and regulation, including, but not limited to, any rules or regulations imposed by or in relation to any exchanges;
      3. if a change in applicable law and regulation has occurred and Butterfly reasonably determines that it must obtain appropriate authorization with a regulatory or governmental authority in order to continue with this Agreement or any actions contemplated thereby;
      4. on the date notified by Butterfly to User that an Allocation shall terminate and be repaid to the User as a result of Butterfly’s reasonable determination to be exercised in good faith that any or all of the Deployed Assets have become or are at risk of becoming:
        1. considered a security, swap, derivative, or other similarly-regulated financial instrument or asset, by way of legislation, judgement, order or regulation, by any applicable regulatory authority whether governmental, industrial, or otherwise, or by any court of law or dispute resolution organization, arbitrator, or mediator; or
        2. subject to future regulation that could materially impact this Agreement, the Allocation, or Butterfly’s business.
        3. on the date notified by Butterfly to User that an Allocation shall terminate and be repaid to the User as a result of Butterfly’s determination that a Force Majeure Event (defined below) has occurred, as defined below in Section 7(c);
        4. for User’s breach of this Agreement; or
        5. for any other reason or for no reason in Butterfly’s sole discretion.
    3. In the event either Party terminates this Agreement, any Allocation and any Fees owed shall be immediately claimable, after giving effect to any applicable cure period.

Section 2. FEES.

Use of Aquarium may be subject to payment of fees (“Fees”), as set forth in a separate agreement between Butterfly and you. Fees are separate from any Allocation, and for the avoidance of doubt the Allocation shall not be deemed payment for any of Butterfly’s services.

Section 3. RIGHTS IN RESPECT OF DEPLOYED ASSETS

Except as set forth in this Section 3 and as otherwise agreed by Butterfly and User, until Deployed Assets are withdrawable by User upon termination of an Allocation hereunder, Butterfly shall have all of the incidents of ownership of the Deployed Assets, including the right to transfer the Deployed Assets to others.

Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) User Representations and Warranties. User represents, warrants and covenants to Butterfly that:

i. User is (a) at least eighteen (18) years old; (b) of legal age to form a binding contract; (c) a resident of a jurisdiction that permits the provision and use of digital assets, including User Tokens and Stablecoins, as contemplated hereunder; and (d) legally permitted to perform rights and obligations under this Agreement under the laws of such jurisdiction. If you are acting on behalf of a decentralized autonomous organization (DAO) or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity;

ii. User is not, (a) the target of any economic, financial or trade sanctions or embargoes, export controls or other restrictive measures imposed by the United States of America (including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control), the European Union, any member state of the European Union, the United Kingdom (including those administered by HM Treasury) or the United Nations (collectively “Sanctions”); or (b) located, organized or resident in any country or territory with which dealings are broadly restricted or prohibited by Sanctions.

iii. User does not know or have any reason to suspect that (a) any Deployed Assets are or will be derived from, held for the benefit of, or related in any way to transactions with or on behalf of, any person subject to Sanctions; (b) any person subject to Sanctions has or will have any legal or beneficial interest in User or any Deployed Assets; and (c) any Deployed Assets are derived from unlawful activities or are otherwise proceeds of any unlawful activities.

iv. Prior to the Allocation, User is the lawful owner of the Deployed Assets with good, legal and marketable title thereto, and User has the absolute right to loan, sell, assign, convey, transfer, and deliver such Deployed Assets. Such Deployed Assets are free and clear of any and all security interests, liens, pledges, claims (whether pending, prospective or cognizable), charges, escrows, encumbrances or similar rights.

v. User will not knowingly: (a) enter into a transaction, placing an order to trade or any other behavior which: (x) gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, the Deployed Assets; or (y) secures, or is likely to secure, the price of the Deployed Assets at an abnormal or artificial level; unless the person entering into a transaction, placing an order to trade or engaging in any other behavior establishes that such transaction, order or behavior has been carried out for legitimate reasons and conforms with an accepted market practice; (b) enter into a transaction, placing an order to trade or any other activity or behavior which affects or is likely to affect the price of the Deployed Assets, which employs a fictitious device or any other form of deception or contrivance; (c) disseminate information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of the Deployed Assets or secures, or is likely to secure, the price of the Deployed Assets at an abnormal or artificial level, including the dissemination of rumors, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading; (d) transmit false or misleading information or providing false or misleading inputs in relation to the Deployed Assets where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behavior which manipulates the price of the Deployed Assets; or (e) engage in insider trading, wash trading, price fixing, cross market manipulation, cross product manipulation, pumping and dumping, pooping and scooping, order spoofing, ramping, bear raiding, quote stuffing or front running.

x. User has satisfied itself as to the material observance of the laws of its jurisdiction applying to it in connection with the Deployed Assets, including (a) the legal requirements within its jurisdiction for the disposal of the Deployed Assets, (b) any exchange restrictions applicable to such sale and disposal, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, receipt, holding, redemption, sale or transfer of the Deployed Assets. User’s disposal of the Deployed Assets will not violate any applicable securities laws or other laws of User’s jurisdiction.

xi. User warrants that it has used best efforts to conduct a legal analysis on the Deployed Assets with respect to the laws applicable to it and that it has determined the activities contemplated herein are in compliance with the laws applicable to it in all material respects.

xii. User will materially comply, and User’s affiliates and any persons acting on User’s or User’s affiliates’ behalf will materially comply, at all times with all laws, statutes and regulations relating to anti-money laundering, countering the financing of terrorism, sanctions, anti-bribery and anti-corruption under all laws applicable to it or them (as the case may be).

xiii. User is familiar with the inherent risks involved in the transaction contemplated in this Agreement, including, without limitation, risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of the Deployed Assets, and voluntarily takes full responsibility for any risk to that effect.

xiv. User is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.

xv. There are no proceedings pending or, to its knowledge, threatened, which could have a material adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.

xvi. To its knowledge the transactions contemplated in this Agreement are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has the necessary licenses and registrations or does not require any licenses and registrations as the case may be, to operate in the manner contemplated in this Agreement.

Section 5. CONFIDENTIALITY

(a) Use of Confidential Information. Butterfly, from time to time, may disclose Confidential Information (defined below) to User. Accordingly, User agrees to keep strictly confidential all Confidential Information provided by Butterfly. User further agrees to use the Confidential Information of Butterfly solely for the purposes of fulfilling its obligations under this Agreement and in the ordinary course of its business. User may not use for its own benefit or otherwise disclose any of Butterfly’s Confidential Information for any other purpose. If required by law, User may disclose Confidential Information of Butterfly to the extent it is reasonably necessary and is legally permitted to do so provided that User (i) gives prompt prior written notice to Butterfly sufficient to allow Butterfly to seek a protective order or other remedy (except to the extent that User’s provision of such notice would cause it to violate the law); (ii) discloses only such information as is required by applicable law and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

(b) Definition of Confidential Information. “Confidential Information” means information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of (i) any non-public information provided by Butterfly, including but not limited to, all of its inventions, designs, data, source and object code, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins, and/or similar information or (ii) any information which Butterfly identifies as confidential information or User should understand from the context of the disclosure, to be confidential information. Confidential Information also includes this Agreement and the fact of its existence. Confidential Information shall not include information that (w) was rightfully known to User without restriction prior to receipt from Butterfly; (x) is or becomes generally known to the public without violation of this Agreement by User, nor through any other impermissible act or omission by User; (y) is rightfully disclosed to User without restriction by a third party without breach of any nondisclosure obligation; or (z) is independently developed by User without use of, reference to or reliance on any Confidential Information of Butterfly.

Section 6. TAXES; WITHHOLDING.

To the extent any taxes are applicable with respect to the Deployed Assets, the Allocation, or any withdrawal of the Deployed Assets, each Party shall be obligated to pay all taxes applicable to their respective business activities. Neither Party shall be responsible for any taxes that the other Party is legally obligated to pay in any jurisdiction in which such taxes are incurred or arise in connection with its business activities (under this Agreement or otherwise).

Section 7. EVENTS OF DEFAULT; FORCE MAJEURE; CERTAIN REMEDIES.

(a) Event of Default. Each of the following shall be an event of default (“Event of Default”):

(i) A material breach by User in the performance of any other provision of this Agreement and User’s failure to cure such material breach within five (5) business days following notice of such breach being given to User.

(ii) Any final judgment of an applicable court or court order on a criminal proceeding initiated against User for fraud or money laundering that could adversely affect the reputation of Butterfly.

(iii) The commencement of any form of moratorium, creditor compromise, administration, or winding-up or insolvency proceedings or actions (or other similar or equivalent proceedings or actions), or the taking of any steps by any party with a view to the commencement of such proceedings or actions in respect of User which are not dismissed within 30 days of its initiation.

(iv) Any representation or warranty given by User under Section 3 proves to be untrue in any material respect as of making and if capable of being cured, has not been cured within 10 business days following notice of such untrue representation or warranty being given to User.

(v) Any event or circumstance occurs or exists that has a material adverse effect on the business, operations, prospects, property, assets, liabilities or financial condition of User.

(b) Certain Remedies. Upon the occurrence of an Event of Default of the User, Butterfly may, at its sole discretion: (i) set off any liability of User or its affiliates owed to Butterfly (including any assets of Butterfly held by User) against any liability (including any amounts owed by Butterfly to User hereunder) owed to User, whether either liability is present or future, liquidated or unliquidated, denominated in fiat currency or digital assets; (ii) prevent withdrawal of the Deployed Assets in any Allocation and any other amounts claimed by User; and/or (iii) require the User, immediately upon Butterfly’s request, to return any and all assets of Butterfly held by User. The remedies listed herein are not exclusive and do not pre-empt the use of any other remedy available at equity or at law, unless otherwise waived herein.

(c) Force Majeure. Butterfly shall not be deemed to have breached its obligations under this Agreement where such breach arises as a result of any event beyond its control, which includes but is not limited to technical failure, disruptions, downtime or outages of the exchanges or any other entity in the same or similar industry, acts of God, fire, flood, drought, earthquake or other natural disaster, epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a regulatory or governmental authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this Section, or companies in the same group as that Party); non-performance by suppliers, subcontractors, blockchains, networks, exchanges or custodial services; and interruption or failure of utility service (a “Force Majeure Event”).

Section 8. LIMITATION ON LIABILITY

(a) Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL BUTTERFLY PARTIES (DEFINED BELOW) BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT BUTTERFLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF AQUARIUM OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF AQUARIUM OR THIRD PARTIES THAT INTERACT WITH AQUARIUM, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (i) LOSS OR DIMINISHMENT IN VALUE OF DEPLOYED ASSETS, (ii) THE USE OR INABILITY TO USE AQUARIUM; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH AQUARIUM; OR (vi) ANY OTHER MATTER RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A BUTTERFLY PARTY FOR (a) DEATH OR PERSONAL INJURY CAUSED BY A BUTTERFLY PARTY’S NEGLIGENCE; OR FOR (b) ANY INJURY CAUSED BY A BUTTERFLY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

(b) Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, BUTTERFLY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $100; OR (ii) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A BUTTERFLY PARTY FOR (a) DEATH OR PERSONAL INJURY CAUSED BY A BUTTERFLY PARTY’S NEGLIGENCE; OR FOR (b) ANY INJURY CAUSED BY A BUTTERFLY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

(c) Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

(d) Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BUTTERFLY AND YOU.

Section 9. INDEMNIFICATION

You agree to indemnify and hold harmless Butterfly, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an “Butterfly Party” and collectively, the “Butterfly Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of the Agreement. Butterfly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Butterfly in asserting any available defenses. This provision does not require you to indemnify any of the Butterfly Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with this Agreement. You agree that the provisions in this section will survive any termination of the Agreement.

Section 10. YOUR ASSUMPTION OF RISK

(a) Risk of Financial Loss. YOU UNDERSTAND AND ACKNOWLEDGE THAT BUTTERFLY IS NOT A FIDUCIARY AND THAT THE MATTERS CONTEMPLATED HEREUNDER ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. Aquarium may not be reliable, consistent or dependent in all scenarios. Butterfly may not be able to foresee or anticipate technical or other difficulties which may result in data loss or asset loss. Butterfly does not and cannot make any guarantee that your Deployed Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. Butterfly makes no warranties as to any blockchain.

(b) General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving your digital assets must be confirmed by and recorded on the applicable blockchain. Butterfly has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive in connection with the Agreement will be validated by or confirmed on the relevant blockchain, and Butterfly does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect and accept all risks of loss, including loss, to the maximum extent permitted by law. You further accept and acknowledge that:

i. There are risks associated with using digital assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information about your digital assets; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such digital assets may fluctuate in value. You accept and acknowledge that Butterfly will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.

ii. The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may adversely affect the development of Aquarium and the value of your digital assets.

iii. Butterfly makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to your digital assets. You acknowledge and accept that the rules governing the operation of a blockchain may be subject to sudden changes which may materially alter such blockchain and affect the value and function of any of your digital assets deployed on or to that blockchain.

iv. Butterfly makes no guarantee as to the security of any blockchain. Butterfly is not liable for any hacks, double spending, or any other attacks on any blockchain.

v. Any blockchain may slash or otherwise impose penalties on certain validators (including validators to which your digital assets have been deployed) in response to any activity not condoned by such blockchain. You acknowledge and agree that Butterfly shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your digital assets.

vi. Blockchains are operated or controlled by and/or dependent on third parties, and Butterfly is not responsible for their performance, nor any risks associated with the use thereof. The functionality of Aquarium relies on, and Butterfly makes no guarantee or warranties as to the functionality of or access to, any blockchain.

Section 11. DISCLAIMERS

(a) Aquarium is Non-Custodial. Butterfly does not at any time have possession, custody, or control of any private keys, seed phrases, passwords, or other credentials associated with your digital asset wallets. You retain full control and responsibility over your digital assets at all times. All transactions initiated through or in connection with Aquarium are executed solely based on the instructions you provide, using credentials that are exclusively in your possession and control. Butterfly cannot access, recover, reverse, or modify any transaction, nor can Butterfly freeze, block, or otherwise restrict access to your digital assets. You acknowledge and agree that you are solely responsible for securing your wallets, private keys, and any authentication materials required to access or transact with your digital assets. Butterfly shall have no liability for any loss, theft, or unauthorized use of your private keys or wallets, or for any transaction or activity occurring as a result of your failure to maintain the security of your authentication credentials.

(b) No Liability for Blockchain Losses. BUTTERFLY TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED DIGITAL WALLET FILES; OR (iv) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST AQUARIUM OR DIGITAL ASSETS. Butterfly is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to digital assets. Butterfly is not responsible for any delay or failure to report any issues with any blockchain supporting digital assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

(c) No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT BUTTERFLY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK OR HOLD BUTTERFLY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. BUTTERFLY SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND BUTTERFLY CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF DIGITAL ASSETS TO ANY BLOCKCHAIN IN CONNECTION WITH THIS AGREEMENT.

(d) Butterfly does not encourage, induce, or sanction the violation of applicable laws or regulations and hereby prohibits any such violation in connection with your performance hereunder. This includes use of any such applications by you (i) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction, (ii) if you are located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by OFAC, or (iii) if you are or are working on behalf of a Specially Designated National (“SDN”) or a person subject to similar blocking or denied party prohibitions. You should be aware that U.S. export control and sanctions laws prohibit U.S. persons (and other persons that are subject to such laws) from transacting with persons in certain countries and territories or that are on the SDN list.

(e) BUTTERFLY IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER BUTTERFLY NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF BUTTERFLY’S SERVICES OFFERED UNDER THIS AGREEMENT. NEITHER BUTTERFLY NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER BUTTERFLY NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

Section 12. ARBITRATION AGREEMENT. Please read this Section 12 (the “Arbitration Agreement”) carefully. It is part of your contract with Butterfly and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver. Any dispute arising out of or related to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) and governed by the Arbitration Act (as revised) of the Cayman Islands. The arbitration shall be conducted in the English language and the place of arbitration shall be in the George Town, Cayman Islands. The number of arbitrators shall be one. The decision of the sole arbitrator in relation to any such dispute, controversy, difference or claim shall be final and binding upon both Parties. If any litigation or arbitration is necessary to enforce the terms of this Agreement, or any arbitral award entered under it, the successful or prevailing Party shall be entitled to recover their attorney’s fees and other costs incurred in such proceeding from the other Party in addition to any other relief to which it may be entitled. Each Party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.

Section 13. GOVERNING LAW AND JURISDICTION

THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE CAYMAN ISLANDS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the Parties are permitted under this Agreement to initiate litigation in a court, both you and Butterfly agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of The Cayman Islands, sitting in Grand Cayman.

Section 14. ENTIRE AGREEMENT

This Agreement supersedes and cancels any and all prior agreements between the Parties hereto, express or implied, relating to the subject matter hereof, with the exception of any agreement signed contemporaneous hereto. This Agreement sets forth the entire agreement between the Parties hereto. It may not be changed, altered, modified or amended except in a writing signed by both Parties.

Section 15. NON-WAIVER

The failure or refusal of either Party to insist upon the strict performance of any provision of this Agreement or to exercise any right in any one or more instances or circumstances will not be construed as a waiver or relinquishment of such provision or right.

Section 16. ASSIGNMENT/NON-ASSIGNMENT

User may not assign this Agreement, in whole or in part, without the prior written consent of Butterfly. This Agreement will inure to the benefit of, and be binding upon the Parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

Section 17. SEVERABILITY

If any Section, term or provision of this Agreement will be held or determined to be unenforceable, the balance of this Agreement will nevertheless continue in full force and effect unaffected by such holding or determination to the fullest extent permitted by law as though such Section, term or provision had been written in such a manner and to such an extent as to be enforceable under the circumstances.

Section 18. NOTICE

All notices, consents, waiver and other communication under this Agreement (“Notices”) shall be in writing and may be delivered by e-mail expressly referencing this Section 18 to the following addresses:

Butterfly at [email protected] (for the attention of: General Counsel).

Either Party may designate a new address for the purposes of this Agreement by notice to the other Party in accordance with this paragraph.

Section 19. CAPTIONS

The Section captions and headings are merely for ease of reference and will not be read into the meaning of the covenants hereunder. This Agreement is the product of arm’s length negotiation between the Parties and as such may not be resolved against the drafter.

Section 20. RELEASE

You hereby release Butterfly Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from this Agreement.

Section 21. QUESTIONS, COMPLAINTS, CLAIMS

If you have any questions, complaints or claims with respect to any Butterfly property, please contact us at the email address provided in Section 18. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.