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Terms of Use

Last updated: April 6, 2026

Please review these Terms of Use ("Terms") carefully, as they set forth the legally binding terms and conditions that govern your use of our website located https://groundtech.co ("Website"), including related trademarks, software code, and other intellectual property, and our Platform (defined below) (together, the "Platform"). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Platform.

The Platform is a copyrighted work belonging to Ground Inc. ("Ground," "Company," "us," "our," and "we"), a Delaware incorporated company operating in California. Your submission of information, including personally identifiable information or personal data ("Personal Data"), through or in connection with the Platform is governed by the terms of our privacy policy as updated from time to time, available at https://groundtech.co/privacy ("Privacy Policy"). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM. BY CLICKING "I AGREE" TO THESE TERMS OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 15. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

Please carefully review the disclosures and disclaimers set forth in Section 13 in their entirety before using any software initially developed by Ground.

1. Description of the Platform

The Platform is a non-custodial infrastructure that provides an API platform used to access onchain yield sources for financial platforms and applications. The Platform provides clients with access to a service that enables the creation and management of portfolio wallets for the purpose of allocating USDC to a selection of supported yield-generating strategies. USDC and receipt tokens are held in portfolio wallets using Turnkey MPC.

Smart contract services are used to facilitate and route USDC to the clients' selected yield sources and enforce whitelisted destination constraints. Clients may select more than one yield source, and direct the Platform to rebalance portfolio wallets if the allocations deviate from the client's previously specified allocation percentages. The Platform further provides access, through API and user interface, to real-time information regarding portfolio wallet balances, yield, and transaction activity, along with webhooks and activity logs.

While Ground has admin control and is the creator of the Platform, Ground does not and cannot take custody of digital assets which you trade or send utilizing the tools available on the Platform. All assets are held in a non-custodial system provided by Turnkey MPC with 2/2 signing.

You may leave the Platform by withdrawing your funds at any time, for any reason. Onchain activity cannot be deleted. The Platform has the right to retain relevant information for a specific amount of time as required to satisfy current or future compliance needs.

2. Use of the Platform

As a condition to accessing or using the Platform, you represent and warrant to Ground the following:

  • if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
  • if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity's behalf;
  • you are the exclusive beneficial and/or legal owner of any digital asset used or to be used for the purchase or sale of any digital asset on the Platform;
  • you are not a resident, national, or agent of Cuba, Iran, North Korea, Russia, Ukraine regions – Crimea, Donetsk and Luhansk, Venezuela or any other country subject to United States, United Kingdom or European Union embargoes or sanctions (collectively, "Restricted Territories");
  • you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State;
  • you do not intend to transact with any Restricted Person or Sanctions Lists Person;
  • you do not, and will not, use VPN software or any other privacy or anonymization tools to circumvent any restrictions that apply to the Platform; and
  • your access to the Platform does not violate any Applicable Laws or assist you to violate any domestic or foreign law, rule, statute, or regulation.

3. Fees and Price Estimates

In connection with your use of the Platform, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including "gas" fees when you send USDC to the Platform, as well as all other fees reflected on the Platform. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of Ground.

The Platform operates on tiered network fees that are calculated daily based on the average aggregate balances of your portfolio wallets throughout the applicable day. Such fees are invoiced to you at the end of each calendar month. Applicable fee tiers will be provided to you and are non-public and subject to negotiation.

4. No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Platform is for informational purposes only and should not be construed as professional advice. Before you make any financial, legal, or other decisions involving the Platform, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us.

5. Prohibited Activity

You may not use the Platform to engage in any prohibited activities, including but not limited to:

  • Violating any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs;
  • Engaging in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law;
  • Using the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform;
  • Circumventing any content-filtering techniques, security measures or access controls that Ground employs on the Platform;
  • Using any robot, spider, crawler, scraper, or other automated means not provided by us to access the Platform or to extract data;
  • Providing false, inaccurate, or misleading information while using the Platform or engaging in activity that operates to defraud Ground or other users;
  • Using or accessing the Platform to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity; or
  • Harassing, abusing, or harming another person or entity, including Ground's employees and service providers.

6. Proprietary Rights

Subject to these Terms, Ground grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform for your own personal and noncommercial use. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content are owned by Ground. Ground and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

7. Third-Party Links

The Website may provide links to other sites, applications, or resources. The following third-party service providers may provide products or services to users of the Platform: Turnkey, Alchemy, Circle, and certain other onchain yield sources. You acknowledge and agree that Ground is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

8. Modification, Suspension, and Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Platform, in whole or in part, for any reason whatsoever. Upon termination of your access, your right to use the Platform will immediately cease. We will not be liable for any losses suffered by you resulting from any modification, suspension, or termination of your access to all or any portion of the Platform.

9. Accuracy of Information

We attempt to ensure that the information that we provide on the Platform is complete, accurate and current. Despite our efforts, the information on the Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Platform.

10. Assumption of Risks

By accessing or using the Platform in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks, including but not limited to: smart contract vulnerabilities; the irreversible nature of blockchain transactions; regulatory uncertainty around digital assets; the possibility of loss of private keys; and the evolving nature of the Ethereum blockchain. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Ground related to any of the risks set forth in this Section 10.

11. Personal Data

You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Platform, including your name and email address collected during the sign-up process. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy for further information about how we process your Personal Data.

12. Indemnification

You will defend, indemnify, and hold harmless Ground, its affiliates, and its and its affiliates' respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Platform; (b) digital assets associated with your Ethereum address; (c) any feedback or user content you provide to Ground, if any, concerning the Platform; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity.

13. Disclosures; Disclaimers

You are responsible for complying with all Applicable Laws that govern your use of the Platform. You understand that Ground is not registered or licensed by the CFTC, SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the software powering the Platform.

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND GROUND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GROUND BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50).

15. Dispute Resolution & Arbitration

All claims and disputes between Ground and any user that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis. Arbitration shall be initiated through the American Arbitration Association ("AAA"). By using the Platform, you waive your right to a trial by jury and your right to participate in class action litigation.

16. General Information

These Terms and any policies or operating rules posted by us on the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising under these Terms shall be submitted to binding arbitration as set forth in Section 15.

Contact

Ground Inc.
2108 N Street, Number 13574
Sacramento, CA 95816
support@groundtech.co