Effective Date: September 24, 2024

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Welcome to Concrete. Please read on to learn the rules and restrictions that govern your use of our Concrete offering and platform made available through our site located at https://www.concrete.xyz/ (the “Site” and the Site and such offering and platform collectively, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at the following (the “Support Contacts”):

Email:  support@blueprintfinance.com

Discord: https://discord.gg/concretexyz (the “Discord Server”).

These Terms of Use (the “Terms”) are a binding contract between you and A1 XYZ, INC. D/B/A BLUEPRINT FINANCE (“Concrete,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and any other relevant policies. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. 

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on the Site, send you an email, and/or notify you by some other means. 

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. 

What about my privacy?

Concrete takes the privacy of its users very seriously. For the current Concrete Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided us with personal information, please contact us at support@blueprintfinance.com or through the Discord Server.

What are the basics of using Concrete?

A “Wallet” is an intangible medium that secures a set of cryptographic keys for a user enabling them to sign arbitrary messages on behalf of third party applications. This includes signature of cryptocurrency transactions enabling the user to control cryptocurrency and other digital assets (collectively, “Digital Assets”). You may be required to link your Wallet to our platform interface to access the Services, and provide us with your Wallet address and certain other information and data, such as your contact information. You may not link any Wallet to our platform interface that you do not have the right to use, or otherwise provide any inaccurate or incomplete information with the intent to impersonate another person. You may not transfer or provide access to your linked Wallet to anyone who has not accepted and agreed to comply with these Terms.

You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). 

We do not allow access to the Services from certain jurisdictions, including any regions or jurisdictions subject to international sanctions imposed by the United States, the European Union, the United Nations, or other relevant governmental, legal, or regulatory authorities or international governance entity, and any other regions that Concrete may designate as restricted from time to time (“Restricted Jurisdictions”). A list of Restricted Jurisdictions is available here. Concrete may, in its sole discretion and capacity, determine which jurisdictions are Restricted Jurisdictions and update the list of Restricted Jurisdictions without notice to you. You are not eligible to access or use our Services if you are located in any Restricted Jurisdictions. You represent, warrant, and agree that you will not: (i) access, use or interact with the Services in any manner if you are located in any Restricted Jurisdictions; and (ii) bypass, circumvent or attempt to bypass or circumvent any technological or other measures or safeguards we implement in connection with the Services, including, without limitation, geoblocking, geofencing and similar measures used to block, restrict or limit access to our Services from any Restricted Jurisdictions. The availability of the Services does not constitute an offer, solicitation, or invitation by us for the use of the Services in any Restricted Jurisdiction or other jurisdiction where access or use may be unlawful. Concrete shall not be liable for any breach of any local, national, federal, state, or other laws, rules, or regulations that may occur as a result of your access to or use of the Services.

You will only use the Services for your own internal and personal use, not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws, regulations, rules, and treaties that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You are solely responsible for storing and safeguarding all passwords, private keys, recovery phrases, and any other credentials associated with accessing, using, and recovering access to your Wallet (“Wallet Credentials”). Any unauthorized access to your Wallet could result in the loss or theft of any asset that may be held in your Wallet, including any linked financial information such as bank accounts and financial information. You agree to use reasonable efforts to prevent unauthorized access to, or use of, your Wallet. You must protect the security of your Wallet Credentials and any other access tools. You are responsible for any and all activity associated with your Wallet. If you notice any unauthorized or suspicious activity in connection with or relating to your Wallet or Wallet Credentials, you agree to notify Concrete immediately through the Support Contacts. 

Given the decentralized nature of the Services, Concrete is not and will not act as your intermediary, agent, advisor, or custodian, and does not have any fiduciary responsibility or obligation to you with respect to your use of the Services or otherwise. All Digital Assets transactions through the Services are irreversible, final, and non-refundable. You acknowledge and agree that you will retain sole possession, custody, and control over your Digital Assets and will be solely responsible for any investment, borrowing, earning strategies, or lending strategies you may choose to implement with respect to Digital Assets, including, without limitation, any and all losses of Leveraged Holdings or that may otherwise result from the implementation of such strategies. 

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Concrete sends you (for example, via email). 

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not access, use, or interact with the Services for any purpose not reasonably intended by Concrete or in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including Concrete);
2. violates, or promotes or facilitates the violation of, any law or regulation, including, without limitation, any applicable export control laws or privacy laws;
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. exploits the Services or any third-party website or services for any commercial purpose not authorized by Concrete;
5. jeopardizes the security of your Wallet Address, vaults or Leveraged Holdings  or anyone else’s (such as allowing someone else to use or access the Services as you);
6. attempts, in any manner, to obtain the password, account, vaults or other security information from any other user;
7. takes control of or manipulates the value of anyone else’s funds (whether in their vaults or Wallet);
8. violates the security of any computer network, or cracks any passwords or security encryption codes;
9. uploads, transmits, or introduces any virus, worm, Trojan horse, time bomb, cancel bot, malware, or other harmful or malicious computer code, file or program to the Services;
10. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
11. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through the use of manual or automated means);
12. copies or stores any significant portion of the Content; or
13. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

You also represent and warrant that you will not engage in any attack (including, for example, any denial-of-service attack) on, hack of, activity that interferes with the Services, or exploit any smart contract in connection with the use of the Services. A violation of any of the foregoing is grounds for termination of your right to use or access the Services. 

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Concrete's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Concrete owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Concrete. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Concrete is not responsible for such risks. 

Concrete has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Concrete will not and cannot monitor, verify, censor or edit the content of any third-party website or service. You may not be able to recover any Digital Assets that you have sent out of your Wallet, and we will not be responsible to you for any losses you suffer as a result of any Digital Assets that you transmit or send through a third-party website or service or the general volatility of the value of Digital Assets. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Concrete shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including, without limitation, any slippage lost when trading through a third party.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Concrete is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Concrete, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Concrete ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

For each transaction conducted through the Services, Concrete will charge a transaction fee. Please see our Fee Page for a description of our current pricing model which may be subject to change from time to time. Please note that any payment terms presented to you in the process of using or signing up for the Services are deemed part of these Terms. We may bill you for these amounts directly through your Wallet. 

YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE WALLET INFORMATION AND PROMPTLY NOTIFY US IF YOUR WALLET ADDRESS BECOMES UNAVAILABLE OR SUBJECT TO ANY LOSS OF ACCESS OR THEFT OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR WALLET ADDRESS. 

What if I want to stop using the Services? 

You’re free to do that at any time by contacting us through the Support Contacts or unlinking your Wallet; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Concrete is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Concrete has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Termination may result in the destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. 

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Are rewards available?

From time to time, Concrete may, at Concrete’s discretion, offer certain rewards points or incentives in connection with your use of the Services (“Native Concrete Rewards”), and our business partners may, at their sole discretion, offer certain token rewards or other incentives through the Services (“Protocol-Generated Rewards” and together with Native Concrete Rewards, “Rewards”). For details of any current Rewards offers, if any, please see our Rewards Page. Concrete reserves the right to modify, terminate, or revoke any Rewards at any time at Concrete's discretion for any reason or for no reason whatsoever. All Native Concrete Rewards are subject to any other terms, conditions, and restrictions set forth on the Services or presented in connection with the Native Concrete Rewards (“Native Concrete Rewards Terms”). All Protocol-Generated Rewards are issued by our business partners directly and, for the avoidance of doubt, are not issued by or on behalf of Concrete. Protocol-Generated Rewards are subject to the issuing party’s terms, conditions, and restrictions as may be presented to you through the Services (“Protocol-Generated Rewards Terms”).  You will be notified through the Services if any Rewards are available to you. Rewards are not your property and may not be assigned or transferred to any person (including upon death or as a part of a domestic relations matter) except as otherwise expressly and unambiguously set forth in the applicable Native Concrete Rewards Terms or Protocol-Generated Rewards Terms. Native Concrete Rewards have neither cash value, surrender value, transfer value nor any other value of any kind until and to the extent they are actually redeemed by Concrete in Concrete’s sole discretion. The value and the terms and conditions on any transfers, claims, or redemptions of Protocol-Generated Rewards shall be solely determined by the issuing party as set forth in the Protocol-Generated Rewards Terms, and Concrete shall have no responsibility or liability for any enforcement or breach of Protocol-Generated Rewards Terms. You acknowledge and agree that the Protocol-Generated Rewards Terms are entered into solely by and between you and the issuing party and that Concrete is not a party thereto. Concrete does not make any representations or warranties with respect to Protocol-Generated Rewards or any issuing party. All redemptions of Native Concrete Rewards are final. The sale or barter of any Native Concrete Rewards, other than by us, is expressly prohibited. If you remove the link between your Wallet and our platform interface, all Rewards issued to and associated with your account will be forfeited and will not be refundable or redeemable for any value.

What else do I need to know?

Warranty Disclaimer. Concrete and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Concrete and all such parties together, the “Concrete Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Concrete Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Concrete Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY CONCRETE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION OR THAT USE OF OR THE ABILITY TO MAKE WITHDRAWALS THROUGH THE SERVICES OR ANY LIQUIDATION OR FORECLOSURE FEATURES WILL BE UNINTERRUPTED, UNRESTRICTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT CONCRETE DOES NOT OWN OR CONTROL, AND ASSUMES NO RESPONSIBILITY FOR, THE UNDERLYING SOFTWARE PROTOCOLS WHICH GOVERN THE OPERATION OF CERTAIN DIGITAL ASSETS ON BLOCKCHAIN NETWORKS. 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 BLOCKCHAIN NETWORKS OR UNDERLYING PROTOCOLS, AND DO NOT GUARANTEE THE FUNCTIONALITY OR SECURITY THEREOF. THROUGH USE OF THE SERVICES, YOU MAY BE ABLE TO USE DIGITAL ASSETS THAT ARE LEVERAGED VIA SMART CONTRACT TECHNOLOGY TO LENDING PROTOCOLS AND EARN VAULTS THAT AUTOMATE HOW THESE DIGITAL ASSETS ARE HANDLED AND INVESTED (SUCH FUNDS, “LEVERAGED HOLDINGS”). YOU ACKNOWLEDGE AND ACCEPT THE RISKS OF LEVERAGING BLOCKCHAIN NETWORKS AND DIGITAL ASSET PROTOCOLS AND AGREE THAT CONCRETE IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OF VALUE, ESTIMATED YIELD VALUE, LEVERAGED HOLDINGS OR DIGITAL ASSETS (AS MAY BE APPLICABLE) YOU MAY EXPERIENCE AS A RESULT OF LEVERAGING THESE TECHNOLOGIES OR AS A RESULT OF CONCRETE’S IMPLEMENTATION OF A LOAN FORECLOSURE PRIOR TO AN ANTICIPATED LIQUIDATION OR A LIQUIDATION OF YOUR ACCOUNT WHEN COLLATERAL VALUE DROPS BELOW THE THRESHOLD REQUIRED TO KEEP A PARTICULAR BORROW POSITION OPEN. YOU ACKNOWLEDGE AND ACCEPT THAT CONCRETE HAS NO RESPONSIBILITY TO ASSIST YOU WITH UNSUPPORTED DIGITAL ASSETS, THIRD PARTY APPLICATIONS OR ANY UNDERLYING SOFTWARE PROTOCOLS. YOU FURTHER ACKNOWLEDGE AND ACCEPT THAT CONCRETE HAS NO RESPONSIBILITY TO SUPPORT ANY PARTICULAR THIRD PARTY APPLICATIONS YOU MAY WISH TO LEVERAGE TO BORROW, TRANSFER, OR EXCHANGE DIGITAL ASSETS.

DEALING OR TRADING IN DIGITAL ASSETS IS INHERENTLY RISKY, AS THE PRICES OF OR VALUE OF DIGITAL ASSETS AND YOUR ACCOUNT CAN FLUCTUATE AND CHANGE RAPIDLY. CONCRETE CANNOT, AND DOES NOT, REPRESENT OR GUARANTEE THAT THE VALUE OF ANY DIGITAL ASSETS THAT YOU BORROW, PROVIDE, OR EXCHANGE VIA THE SERVICES WILL NOT CHANGE, DIMINISH, OR FALL. YOU THEREFORE BUY, BORROW, SELL, AND REDEEM ANY DIGITAL ASSETS THROUGH THE SERVICES AT YOUR OWN RISK WHEN APPLICABLE.

No Financial Advice.  WHILE THE SERVICES MAY ALLOW YOU TO EXPLORE AND COMPARE RATES BETWEEN MONEY MARKETS, TRACK AND MANAGE LOAN HEALTH FROM MULTIPLE LENDERS, LEVERAGE VAULTS MADE AVAILABLE THROUGH THE SERVICES AND ACCESS LOAN PROTECTION FEATURES, YOU ACKNOWLEDGE AND AGREE THAT CONCRETE IS NOT A FINANCIAL INSTITUTION OR INVESTMENT ADVISOR AND THAT YOUR RELIANCE ON ANY OF THE ABOVE IS AT YOUR OWN RISK. ANY INFORMATION AND CONTENT PROVIDED THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES AND IS NOT INTENDED TO PROVIDE LEGAL, FINANCIAL, INVESTMENT, EARNING OR TAX ADVICE. WE CANNOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF INFORMATION OR CONTENT PROVIDED, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH PROTOCOLS ACCESSIBLE THROUGH THE SERVICES. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION OR CONTENT CONTAINED IN OR MADE AVAILABLE THROUGH THE SERVICES. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY DIGITAL ASSETS TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CONCRETE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY CHANGE IN VALUE OF ANY DIGITAL ASSETS, (D) ANY CHANGE IN APPLICABLE LAWS, REGULATIONS, RULES OR POLICIES, (E) THE MALFUNCTION OR UNEXPECTED OR UNINTENDED FUNCTION OF ANY BLOCKCHAIN TECHNOLOGY (INCLUDING ANY FEATURES OF THE SERVICES THAT MAY INTEGRATE, EMBED OR RELY ON BLOCKCHAIN TECHNOLOGY) OR OTHER THIRD PARTY NETWORKS FOR THE BORROWING, SALE OR EXCHANGE OF DIGITAL ASSETS OR THE MANAGEMENT OF VAULTS, YIELD ACCOUNTS, AND REWARD-BEARING AND LENDING PROTECTION FEATURES, (F) ANY ACTION TAKEN IN RELIANCE ON INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, (G) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO CONCRETE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (H) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Concrete Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Concrete's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Concrete and limits the manner in which you can seek relief from Concrete. Both you and Concrete acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Concrete's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Concrete will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Concrete will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

(c) Small Claims Court; Infringement. Either you or Concrete may assert claims, if they qualify, in small claims court in New Castle County or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

(d) Waiver of Jury Trial. YOU AND CONCRETE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Concrete are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Concrete over whether to vacate or enforce an arbitration award, YOU AND CONCRETE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Concrete is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below. 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt-out to the following address postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the Wallet address associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement:

Attn: Blueprint Finance
228 Park Ave S PMB 556253
New York, New York 10003-1502 US

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Concrete to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Concrete agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, or the federal district in which that county falls. 

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Concrete.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Concrete may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Concrete agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Concrete, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Concrete, and you do not have any authority of any kind to bind Concrete in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Concrete agree there are no third-party beneficiaries intended under these Terms.

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