Sati Terms of Service

Changes to Agreement or Services

We may update this Agreement at any time (including the Policies), at our sole discretion. If we do so, we will deliver a notice by posting the updated Agreement on the Apps and on the Site, and potentially through other communication(s) deemed appropriate by us. Accordingly, it is important that you review this Agreement on our Apps or Site regularly for updates, including when you use the Services. If you continue to use the Services after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then you may not use the Services anymore. As our Services evolve, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Eligibility and Account Creation

(a) Eligibility. If you wish to access the Services, you must create an account with Sati ("Account"). To open an Account and use the Services, you must be 18 years of age or older and capable of forming a binding contract, in compliance with the terms of this Agreement, and not otherwise barred from using the Services under applicable law. We may establish additional eligibility criteria at our discretion. By creating an Account, you represent that you (not anyone else) have created the Account and that you will only use the Account for yourself and not on behalf of a third-party without Sati’s consent.

(b) Important Information About Procedures for Opening a New Account. To help prevent fraud, money laundering, and other illicit activity, we may be required to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an Account, we may ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

(c) Your Account Credentials and Security Obligations. To access the Services, you may be required to link your Xverse account to create or use your Sati account. You may also be able to create a Sati account using an email address or WhatsApp number. You must retain access to the account-linked email address or phone number, your personal identification number (“PIN”), and any other credentials used to access your Account (collectively, "Credentials") to continue to access your Account and use the Services. You must maintain the security of your Account by protecting your Credentials and account-linked devices, not disclose your Credentials to anyone, and never allow any other person to have access to your Account or Credentials.

(d) Your Information. To open and maintain an Account, you must provide complete and accurate information, including your full legal name, email address, phone number, and any other information we may request. You agree to update such information, as needed, to keep it accurate and complete. Failure to comply with this section may result in suspension or termination of your Account, or your access to certain features or functions of the Services. We may also request, and you agree to provide, additional information or documentation to confirm your identity or that of any person to whom you transfer funds (“Recipient”), substantiate the accuracy of your account information, or confirm your purpose in using the Services. Sati will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to withdraw the balance of your Account or execute transactions, as a result of any identity verification or other screening procedures.

(e) Third-Party Service Providers. Sati has partnered with third parties to facilitate, provide, or otherwise offer certain parts of the Services ("Third-Party Service Providers"). You may be required to enter into additional agreements with such Third-Party Service Providers in order to enable or access certain functions of the Services. Sati does not have control of, or liability for, the products or services offered by Third-Party Service Providers or for the performance of any Third-Party Service Providers.

(f) Enhanced Verification. Depending on your use of the Services or Sati’s risk determination, Sati may, in its sole discretion, require identity verification, screening procedures, or enhanced verification (“Enhanced Account Verification”). As a result, you may be required to provide Sati or our Third-Party Service Provider with certain personal information, including, but not limited to, your (or any Recipient’s) name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, and a photograph of your government-issued ID or other photographic proof of your identity. You hereby authorize Sati, directly or through our Third-Party Service Provider, to make any inquiries necessary to verify your or any Recipient’s identity or protect against fraud, including but not limited to: (i) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); and (ii) take reasonably necessary actions to comply with applicable law. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

(g) Usernames. When available, you may select a unique, available, alphanumeric name to identify yourself on the Services (“Username”). You may not select a Username that misleads or deceives others as to your identity or creates an undue risk of fraudulent or mistaken payments. You may be required to change your Username at our sole discretion.

Fees

(a) Lightning transactions. For Lightning Network payments, we pass through any network routing fees, which are deducted from the amount sent or received.

(b) On-chain transactions. For Bitcoin Network transactions, network miner fees apply. You may be able to choose a fee level; higher fees can result in faster confirmation.

(c) Service fees. If we charge any service fees, we will disclose them in the app before you confirm a transaction.

(d) Taxes. You are responsible for determining and paying any taxes that may apply to your use of the services.

Bitcoin Risk Disclosure

(a) General. We are not responsible for delays or loss incurred as a result of an error in the initiation of bitcoin transactions and have no obligation to assist in the remediation of bitcoin transactions. Bitcoin transferred over the Bitcoin Network must be recognized by a number of network confirmations, and bitcoin sent to you in this manner may be delayed and in a pending state before appearing in your Account. Bitcoin Network transactions are not complete while pending, and while in a pending state the applicable bitcoin will not be available in your Account for your use in connection with the Services. If you or a third party attempts to send any asset other than bitcoin from an external wallet to your Account, such asset may be lost and may not be recoverable, and you may incur losses as a result. For the avoidance of doubt, the Services only support bitcoin, and do not support “bitcoin cash,” “bitcoin SV,” or similar assets that are not bitcoin.

(b) Networks. Sati does not own or control the Bitcoin or Lightning Networks that underlie the Services. Sati disclaims all liability relating to such Networks and makes no guarantees regarding the security, functionality, or availability of such Networks.

(c) Forks. By using the Services, you acknowledge and agree that the underlying Bitcoin Network is subject to sudden changes in operating rules (known as “Forks”), and that such Forks may materially affect the value, function, or even the name of bitcoin. A Fork of the Bitcoin Network could also disrupt the Lightning Network, potentially for a significant period of time. In the event of a Fork, you agree that we may temporarily suspend operations (with or without advance notice to you) and that we may, in our sole discretion, decide whether or not to support (or cease supporting) either branch of the forked Network protocol entirely. You acknowledge and agree that Sati assumes no responsibility whatsoever with respect to an unsupported branch of a forked Network protocol.

(d) Additional Bitcoin Risks. Your use of the Services is subject to the following additional conditions and risks: (i) bitcoin transactions are irreversible and cannot be reversed, modified, or cancelled once confirmed by you, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable and Sati is not liable for any fraudulent or accidental transactions; (ii) bitcoin values can fluctuate substantially, which may result in a partial or total loss of the value of bitcoin that you purchase or hold; (iii) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of bitcoin; (iv) the Bitcoin Network is maintained by a vast unidentified private computer network spread around the world, and transacting in bitcoin or on the Bitcoin Network is at your own risk and understanding of this network; (v) the Bitcoin Network is a target for fraud, and fraud may result when you engage in transactions with external bitcoin addresses; (vi) bitcoin is a target for hackers and theft, and hacking and irretrievable theft can occur even when the strongest security settings are used; (vii) some bitcoin transactions are deemed to be made when confirmed on the Bitcoin Network, which may be different from the time at which you initiated such transaction; (viii) the value of bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for bitcoin, which may result in the potential for permanent and total loss of value of a particular bitcoin should the market for that bitcoin disappear; (ix) any bitcoin transaction may be canceled, lost, or double spent, or otherwise lose all or most of its value due to forks, rollbacks, attacks, or failures to operate as intended; (x) there is no assurance that a person who accepts bitcoin as payment today will continue to do so in the future; (xi) bitcoin is not backed or insured by the government and accounts and value balances are not subject to Federal Deposit Insurance Corporation, National Credit Union Administration or Securities Investor Protection Corporation protections; (xii) the volatility and unpredictability of the price of bitcoin may result in a significant loss over a short period of time; (xiii) any bond maintained by the licensee for the benefit of the customers of such licensee may not be sufficient to cover all losses incurred by such customers; and (xiv) bitcoin transactions are irreversible and are used by persons seeking to defraud customers, including, but not limited to, a person impersonating a customer’s loved one, threatening jail time, stating that the customer’s identity has been stolen, insisting that a customer withdraw money from the customer’s bank account and purchase bitcoin or alleging a customer’s personal computer has been hacked.

Arbitration Agreement

(a) Contact Sati. If you have feedback, or general questions, contact Sati Support via email at support@sati.pro.

(b) Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Sati agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, the Services, or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Sati may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you and Sati may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.

(c) Pre-Arbitration Dispute Resolution and Notification. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Dispute covered by this Arbitration Agreement. Multiple individuals initiating Disputes cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Sati that you intend to initiate an informal dispute resolution conference, write to support@sati.pro, providing your name, the telephone number(s) associated with your Account (if any), the email address(es) associated with your Account, and a description of your Dispute. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

(d) Waiver of Jury Trial. YOU AND SATI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sati are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class and Other Non-Individualized Relief. YOU AND SATI AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION (J), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection (j) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Sati agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Sati from participating in a class-wide settlement of claims.

(f) Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the informal dispute resolution process required by subsection (c) above does not resolve satisfactorily, you and Sati agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are available from the AAA.

In order to initiate arbitration following the conclusion of the informal dispute resolution process required by subsection (c), a party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide Sati a copy of your Request by email at support@sati.pro or through Sati’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable Sati Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States dollars; and (4) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Sati otherwise agree, or the Batch Arbitration process discussed in subsection (j) is triggered, the arbitration will be conducted in the county where you reside. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and Sati submit to the arbitrator, unless any party requests an in-person, telephonic, or videoconference hearing or the arbitrator decides that a hearing is necessary. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

You and Sati agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(g) Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the United States and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection (j) is triggered, the AAA will appoint the arbitrator for each batch.

(h) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of this Agreement.

(i) Attorneys' Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Sati needs to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Formal Complaint Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(j) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Sati agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Sati by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Sati.

You and Sati agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

(k) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Sati makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered by Sati following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes.

Data Usage and Ownership

(a) License. Sati grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services, subject to this Agreement. Sati reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trademark, and other laws. Nothing in the Agreement gives you a right to use, in any manner, the Sati name or any of the Sati trademarks, product names, logos, domain names, layout or design of any page or form contained on a page, other distinctive brand features, or other proprietary or intellectual property rights ("Sati Marks"). All right, title, and interest in and to the Services and the Sati Marks are and will remain the exclusive property of Sati.

(b) Your Content. The Services may permit you to upload, submit, send, share, or post photos, documents, promotional programs, and other information or material ("Content"). Subject to the rights granted to us under this Agreement, you own your Content and retain all other rights. By providing Content, you grant us, our affiliates, and our successors, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, and sub-licensable right to use, distribute, copy, modify, adapt, publish, prepare derivative works of, publicly perform, post, delete, publicly display, and distribute your Content in order to provide, operate, improve, promote, and market the Services and develop new services and products. Content you upload must comply with any restrictions in this Agreement. We reserve the right to delete or remove any Content upon the termination of your Account. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, or authority necessary for the submission and use of any Content that you provide on or through the Services. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have all required permissions or are otherwise legally entitled to post the Content and to grant Sati the rights in this Agreement.

(c) Feedback. We appreciate, and may solicit, feedback, comments, ideas, proposals, and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, including by leaving reviews on the App Store and Play Store or by sending us an email, you agree that we are free to use it without any restriction or compensation to you.

Recovery of Funds

You authorize Sati to recover funds from you that you owe us pursuant to this Agreement or any other agreement you have with us or our affiliates, including if you owe amounts to us or for reasons of fraud or illegal activity, or in connection with a negative Account balance or as a result of any breach by your of this Agreement or any other agreement you have with us or our affiliates. You irrevocably authorize Sati to debit, charge, setoff against, and otherwise recover funds from your Account or any Funding Method, including by selling the bitcoin in your Account or received into your Account. For the purposes of a set-off involving fiat currency and bitcoin, we may convert any amounts owed into either currency at the applicable exchange rate determined by us. For the purposes of any set-off, we may exercise our rights of set-off to obligations that are due now or in the future, and regardless of whether they arise under this Agreement. If you have more than one Account with Sati, and even if you have those Accounts without our authorization and in breach of this Agreement, we may set off a negative balance in one Sati Account against a balance in your other Sati Account(s). If you continue using your Account when you have amounts owed to us, you authorize us to recover amounts owed to us from any transaction sent from your Account. These authorizations will remain in full force and effect until the later of closure or termination of your Account, or the disbursement of all funds held on your behalf. If Sati is unable to recover the funds as described above, Sati may attempt to contact you or may take other legal actions to collect the amounts due, to the extent allowed by applicable law. We may also recover funds from your Account in connection with a disputed transaction. Sati is not liable for funds that we recover from your Account to cover: (i) a negative balance on your Account; (ii) amounts owed to Sati under this Agreement; or (iii) a pending dispute or chargeback.

Restrictions and Limitations on Use

(a) Restricted Uses. You will not do or attempt to do, and will not allow a third party to do, any of the following:

violate Sati's Acceptable Use Policy;
use any application programming interfaces belonging to Sati or its affiliates without Sati's express written consent, or otherwise access your Account other than through the Apps or Site;
access, tamper with, or use non-public areas of the Services, Sati's computer systems, or the technical delivery systems of Sati's providers;
attempt to probe, scan, or test the vulnerability of any Sati system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any restriction or technological measure implemented by Sati, any of Sati's providers, or any other third party (including another user) to protect the Services;
attempt to access or search the Services or download any information from the Services, through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by Sati or other generally available third-party web browsers;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information or payment requests;
attempt to decipher, decompile, disassemble, or reverse engineer any software used to provide the Services;
interfere with, or attempt to interfere with, the access of any user, host, or network to the Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
collect or store any personally identifiable information from the Services or from other users of the Services without their express permission;
impersonate or misrepresent your affiliation with any person or entity, including through the selection of your Username;
violate any applicable law or regulation;
transact with or seek to transact with any person, entity, or wallet on the SDN List or otherwise subject to sanctions, transact or attempt to transact with a person or entity located in a Restricted Jurisdiction, knowingly receive funds or bitcoin from any person or entity in a Restricted Jurisdiction or on the SDN List or from a wallet associated with any such person or entity, or access the Apps or Services from a Restricted Jurisdiction; or
encourage, enable, or collaborate with any other individual to do any of the foregoing.

(b) Restricted Jurisdictions. You may not use the Services if you are listed on any U.S. government list of prohibited or restricted parties or if you are located in, or a citizen or resident of any state, country, territory, or other jurisdiction that is embargoed or sanctioned by the United States or where your use of the Services would violate any applicable law. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where Sati or its Third-Party Service Providers have determined to prohibit use of the Services (collectively, "Restricted Jurisdictions"). You agree to notify Sati and close your Account before establishing residency in any Restricted Jurisdiction. If you attempt to access your Account from a Restricted Jurisdiction, you are ordinarily a resident of a Restricted Jurisdiction, you are sending or attempting to transact with a person who is either subject to sanctions or located in or a citizen of a Restricted Jurisdiction, or Sati believes that you are attempting such access or have become a resident of a Restricted Jurisdiction or may be attempting to make such a transaction, Sati may restrict your Account, and any pending transactions may be canceled (including any recurring purchases). If this happens, you should contact support@sati.pro, and you may be asked to provide supplemental information about the foregoing.

(c) Monitoring. We may monitor access to or use of the Services, either ourselves or by utilizing one or more Third-Party Service Providers, for the purpose of operating the Services, to ensure compliance with this Agreement, to prevent fraud, for other compliance or risk monitoring purposes, or to comply with applicable law or other legal requirements. We have the right to investigate conduct that affects the Services or may constitute a violation of this Agreement. We reserve the right to disclose any information necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

(d) Blocking IDs. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

(e) No Third-Party Commercial Use. You may not use the Services on behalf of a third party on a professional or commercial basis (i.e., for a fee).

Use of Test, Trial, and Beta Versions and Features

We periodically launch new features and functions as part of the Services. You acknowledge that: (a) the Services may not operate properly, be in final form, or be fully functional at all times; (b) the Services may contain errors, design flaws, or other problems; (c) it may not be possible to make the Services fully functional; and (d) use of the Services may result in unexpected results, corruption, or loss of data, or other unpredictable damage or loss. You assume all risk arising from any test, trial or beta versions, features, or use of the Services.

Third-Party Content and Platforms

(a) Third-Party Content. The Services may make content provided by third parties available to you, including links to third-party websites or resources (collectively, "Third-Party Content"). You acknowledge that (i) Third-Party Content is not part of the Services, (ii) Sati is not responsible for Third-Party Content including, without limitation, content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable, and (iii) we provide the Third-Party Content to you only as a convenience. You further acknowledge sole responsibility for and assume all risk arising from your use of and interactions with any Third-Party Content or with any products or services from such third parties. Your use of Third-Party Content may be subject to additional terms or restrictions ("Third-Party Terms"). You are solely responsible for your compliance with any Third-Party Terms, and failure to comply with such terms may result in termination of your right to access any features or functions of the Services that utilize such Third-Party Content. If no Third-Party Terms are specified, you may use Third-Party Content solely in support of your use of the Services in accordance with this Agreement. You agree that you will not reproduce, sell, distribute, or otherwise commercially use Third-Party Content.

(b) Third-Party Platforms. You acknowledge sole responsibility for and assume all risks arising from your use of any third-party platforms, websites, services, add-ons, or products through which you access the Services or authorize to access the Services on your behalf ("Third-Party Platforms"). Third-Party Platforms are not part of the Services. Your use of Third-Party Platforms (i) is subject to your agreement with the relevant Third-Party Platform provider, (ii) may enable data exchange between the Services and the Third-Party Platform, and (iii) must comply with applicable terms of this Agreement, including terms relating to Restricted Jurisdictions. Sati does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability, or how the Third-Party Platforms or their providers use your Content. If you enable a Third-Party Platform with the Service, you authorize us to access and exchange Content with the Third-Party Platform on your behalf. Authorizations with certain Third-Party Platforms can be managed, enabled, and terminated via our authorization portal.

No Commercial Use

You may only use the Services for your personal, non-commercial use. If at any time you wish to start using the Services on behalf of a business or commercial entity, you must contact us to apply for a Sati account on behalf of such entity and acknowledge and agree that such use is governed by the Sati Business Terms and Conditions

Cancellation, Suspension, or Termination of Services

(a) We may, in our sole discretion and without any cost or liability to you, with or without prior notice and at any time, suspend, modify, or terminate, temporarily or permanently, all or any portion of our Services, establish certain transaction limits or trading limits, or terminate your Account, with or without reason, including, if we reasonably believe: (i) you create risk or possible legal exposure for us; (ii) our provision of the Services to you is no longer commercially viable; (iii) you have not accessed your Account in more than two years; or (iv) you breached any terms of this Agreement.

(b) We have the right to immediately cause your Account to be suspended, and the funds and assets in your Account may be frozen if: (i) we suspect, in our sole discretion, your Account to be in violation of this Agreement or our Anti-Money Laundering program; (ii) we are required to do so by a government or regulatory authority, applicable law, court order, or a facially valid subpoena; (iii) your Account has a negative balance; (iv) a transfer to your Account was returned to your Bank Account; (v) we believe there is unusual activity in your Account or that you are using your Credentials or your Account in an unauthorized or inappropriate manner; or (vi) if you have not accessed your Account in more than two years. Your Account will remain suspended and funds and assets in your Account will remain frozen until a determination is made in the investigation by Sati, at which point Sati may determine to terminate your Account.

(c) Upon termination of your Account, and except in cases of fraud or where your funds and assets are otherwise recovered or frozen as described in this Agreement, Sati will attempt to return any remaining balance using a withdrawal method we make available. You will remain liable to Sati for all obligations incurred in your Account, whether arising before or after the termination of your Account or this Agreement.

(d) Any provision of this Agreement that naturally extends beyond the expiration or termination of the Agreement will continue to be binding and apply after such termination and expiration, including, but not limited to account credentials / security obligations, recovery of funds, data use and ownership, limitations of liability, governing law and dispute resolution / arbitration, risk disclosures, and other general terms.

Disclaimers

(a) You are responsible for monitoring and safeguarding access to your Account which includes taking all reasonable steps to avoid the loss, theft, or misuse of the device that you use to access your Account, engaging in available protections provided by your device, such as passcodes, biometric logic (e.g. via fingerprint or face-scan) or similar, and keeping your Account username, password, and other Account details safe, secret, and under your control at all times. We may require you to meet certain requirements for Credentials and we may change the requirements with or without prior notice. You must ensure that your Credentials remain secure. Compromised Credentials may result in unauthorized use or access of your Account. You should always use two-factor authentication when available, always avoid copying scripts into your browser address bar, and avoid clicking on links, opening attachments, or visiting internet resources you do not trust. You are responsible for maintaining adequate security and control of any and all Credentials, IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access or in relation to the Services. We assume no responsibility for any losses resulting from the compromise of your Account.

(b) Downtime. The Services may be periodically unavailable during scheduled or unscheduled downtime by Sati or its Third-Party Service Providers. Sati and its Third-Party Service Providers are not liable to you for any inconvenience or loss as a result of such downtime.

(c) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN AND USING THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE SERVICES, THIRD-PARTY SERVICE PROVIDER SERVICES, AND UNDERLYING NETWORKS, INCLUDING THE LIGHTNING NETWORK. YOU ACKNOWLEDGE AND ACCEPT THAT SATI AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY HARM OCCURRING AS A RESULT OF SUCH RISKS.

(d) SATI AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR; (B) SERVER FAILURE; (C) UNAUTHORIZED ACCESS; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICES; (E) ANY LOSS OR MISUSE OF YOUR DEVICE WITH WHICH YOU ACCESS THE SERVICES, OR ANY HACK, PENETRATION, COMPROMISE OR OTHER VULNERABILITY ASSOCIATED WITH SUCH DEVICE; OR (F) FAILURE OF ANY TRANSACTION FOR ANY REASON. SATI AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY FAILURE, ACTION, OR INACTION OF ANY THIRD-PARTY SERVICE PROVIDER, OR ANY LOSSES SUFFERED AS A RESULT.

(e) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, SATI AND ITS AFFILIATES EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SATI AND ITS AFFILIATES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS. SATI AND ITS AFFILIATES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES. SATI AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED OR MADE AVAILABLE THROUGH THE SERVICES.

(f) SYSTEM FAILURE. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF ANY HARDWARE, SOFTWARE, SYSTEM, OR INTERNET CONNECTION. THE NATURE OF CRYPTOCURRENCIES MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY SATI OR ITS THIRD-PARTY SERVICE PROVIDERS MAY PREVENT ACCESS TO SERVICES OR THE ACCESS OR USE OF YOUR BITCOIN.

(g) Updates. From time to time, Sati may release updates to its App(s). You understand and agree that you are responsible for downloading and upgrading your software and maintaining the latest version of the App on your mobile device. Failing to do so may result in degraded performance or other issues, including an inability or reduced ability to access your Account or Services. We will not be responsible for any Losses caused by your use of outdated software (including any outdated software on your mobile device or web browser) or failure to download the latest version of the App.

Indemnity

You will indemnify and hold harmless Sati and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including, without limitation reasonable legal and accounting fees) arising out of or in any way connected with (a) your improper or unauthorized access to or use of the Services; and (b) your violation of this Agreement or any other agreement between you and Sati or its affiliates.

Limitations of Liability

(a) CONSEQUENTIAL DAMAGES WAIVER. NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT, NEITHER SATI, ITS AFFILIATES, THIRD-PARTY SERVICE PROVIDERS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, TRADING LOSSES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SATI, ITS AFFILIATES, OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) LIABILITY CAP. NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT, IN NO EVENT WILL SATI'S AND ITS AFFILIATES' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100).

(c) BASIS OF BARGAIN AND FAILURE OF ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SATI AND YOU. THE WAIVERS AND LIMITATIONS IN THIS SECTION 22 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

Governing Law and Forum Choice

This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in the Arbitration Agreement section, the exclusive jurisdiction for all disputes that you and Sati are not required to arbitrate will be the state and federal courts located in the State of Illinois, and you and Sati each waive any objection to jurisdiction and venue in such courts.

General Terms

(a) Entire Agreement. This Agreement incorporates the applicable Policies by reference and constitutes the entire and exclusive understanding and agreement between Sati and you regarding the Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Sati and you regarding the Services. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Sati's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Sati may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns. In the event that Sati, its parent entity, or substantially all of the assets used in connection with providing the Services is or are acquired by or merged with another entity, Sati may transfer or assign the information Sati has collected from you as part of such change of control.

(b) Notices. Any notices or other communications provided by Sati under this Agreement, including those regarding modifications to this Agreement, will be given by: (i) posting to the Site or Apps; or (ii) email.

(c) Waiver of Rights. Sati's failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sati. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or at law.

(d) Interpretation. For purposes of this Agreement, (i) the words "include", "includes", and "including" shall be deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) all pronouns and any variation thereof will be deemed to refer to the masculine and feminine, and to the singular or plural as the identity of the person or persons may require for proper interpretation of this Agreement, and (iv) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Appendices, and Addenda refer to the Sections of, and Appendices, and Addenda attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Appendices and Addenda referred to herein, if any, shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

(e) Event of Death. In the event of your death, the representative of your estate or the survivor(s) shall give Sati written notice as soon as practicable. In such event, Sati may cancel all open orders or transactions, including recurring transactions, and Sati will not be responsible for any action taken on transactions or orders made prior to Sati's actual receipt of notice of death and a reasonable amount of time thereafter. Further, Sati may in its discretion close out any part or all of your Account without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. We may, before or after receiving such written notice, take such proceedings, require such papers or waivers, or restrict transactions in your Account as we may deem advisable, which may include the liquidation of any bitcoin balances in your Account.

(f) Unclaimed Property. If there are funds in your Account and we have no record of you accessing the Services for several years and are unable to contact you, Sati may be required by applicable law to deliver any such funds to the applicable state or jurisdiction as unclaimed property.