Terms and Conditions

This User Service Agreement (hereinafter referred to as "this Agreement") is entered into jointly by CICADA Finance and its affiliated entities (hereinafter referred to as "CICADA," "we," or "the Platform") and the user (hereinafter referred to as "you," "user," or "your").

For purposes of this Agreement, "CICADA Finance" refers to the open-source smart contract system developed, deployed, and maintained by the CICADA team, along with its user interface (UI), decentralized applications (DApps), and related technical services. CICADA provides solely technical and instrumental services such as software development, protocol maintenance, and information display.

CICADA does not constitute, nor should it be construed as, any regulated financial institution, investment advisor, asset manager, broker-dealer, exchange, payment service provider, or custodian. Use of the Services does not establish any fiduciary, agency, partnership, employment, or investment advisory relationship between CICADA and the user.

This Agreement governs your access to and use of CICADA's official website (including but not limited to cicada.finance), mobile applications, decentralized interfaces (DApps), API services, and other services linked to these terms, as well as any information, text, links, graphics, photos, audio, video, or other materials stored, retrieved, or appearing thereon, whether accessed via the website or otherwise (collectively, the "Services"), and outlines the associated rights and obligations.

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement and CICADA's Privacy Policy. If you do not agree, please immediately cease using CICADA's website and related Services.

Arbitration Notice: This Agreement includes arbitration provisions. Unless otherwise provided by law, you and we agree to submit any disputes related to the Services to binding arbitration, and you waive your right to resolve disputes through jury trial or class action.

In the event of any conflict between these terms and any applicable additional terms, these terms shall prevail unless explicitly stated otherwise. You agree to be bound by this Agreement and the Privacy Policy. If you do not agree to these terms, you may not use the Services, access the website, or otherwise utilize the Services.

1. Use

To use the Services, you must legally enter into this Agreement. By using the Services, you represent and warrant that you meet the eligibility requirements. If you do not meet these requirements, you may not access or use the website or Services.

We may, to the extent permitted by applicable law, modify, suspend, or discontinue all or part of the Services (including access via any third-party links) at any time, and will provide advance notice to users where reasonably practicable; in cases of security, compliance, or technical emergencies requiring immediate action, we may take such measures without prior notice. You may contact us via our social media channels to inquire about issues related to your use of the Services. When communicating with us electronically, you consent to receiving communications from us electronically. You should periodically review the terms to ensure you understand the terms and conditions applicable to your access or use of the website.

2. Service Information

CICADA Finance provides resources on the fundamentals and applications of on-chain asset management, as well as information on various interfaces and integrations related to the broader CICADA ecosystem, governance, community, and protocols.

We do not provide personalized investment advice, asset allocation recommendations, or suitability assessments, nor do we assume responsibility for any investment, trading, or asset utilization decisions made by users based on information from the Services.

All information related to your access and use of the website and Services is for reference purposes only. You should not take or refrain from taking any action based on any information contained on the website or otherwise provided by us at any time, including blog posts, data, articles, links to third-party content, Discord content, news feeds, tutorials, tweets, and videos. Before making any financial, legal, technical, or other decisions involving the Services, you should seek independent professional advice from licensed and qualified individuals in the relevant field.

The Services or third parties may provide links to other websites, applications, or resources. You acknowledge and agree that we are not responsible for the availability of such external websites, applications, or resources, and do not endorse any content, advertising, products, or other materials on or available from such websites or resources, nor are we liable for them.

You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or resources.

Since the website provides information about protocols, these terms also include some information about protocol usage. This information is not comprehensive or exhaustive of all aspects of the protocols. Additional documentation on protocol operations, ecosystems, or communities is available on the website.

3. Service Overview

CICADA Finance offers a suite of services designed to enable users to efficiently manage and optimize DeFi assets, enhancing investment returns. Track liquidity and yield distribution for DeFi assets.

3.1 Service Definitions

Services provided by CICADA include but are not limited to: Digital asset management and interaction features, such as token minting, redemption, staking, swapping, bridging, and yield harvesting; On-chain settlement modules for tokenizing Real-World Assets (RWAs) and facilitating on-chain liquidation; Yield distribution mechanisms, including systems for allocating yields based on on-chain real returns and reward distributions; Governance features, allowing users to participate in protocol governance and voting via platform governance tokens; And other decentralized finance tools and smart contract services provided by CICADA from time to time. The aforementioned features are automated technical functions and interaction portals of smart contracts, and do not constitute custody, settlement, brokerage, investment management, or any form of yield guarantee services provided by CICADA to users. Any APR/APY (Annual Percentage Rate/Annual Percentage Yield), points incentives, or yield projections displayed on the Platform are real-time estimates or historical data for reference only and do not constitute commitments or guarantees of returns.

3.2 User Eligibility and Compliance Requirements

To use CICADA Services, you represent and warrant that: You are at least 18 years old and possess full legal capacity; You do not reside, are not established, or primarily operate in restricted jurisdictions. Restricted jurisdictions include but are not limited to: any countries or regions subject to sanctions, embargoes, or similar restrictive measures by the United Nations, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or other relevant governmental/international organizations, as well as other regions autonomously designated by CICADA based on compliance risks, legal requirements, or commercial feasibility ("Restricted Regions"), including but not limited to: the United States (including territories), Mainland China, Singapore, Canada, Russia, Belarus, Iran, Iraq, Cuba, North Korea, Syria, Sudan, Venezuela, Yemen, Zimbabwe, Myanmar, Somalia, Uzbekistan, Crimea and Sevastopol, the Democratic Republic of the Congo, Nicaragua, Libya, Afghanistan, Pakistan, Haiti, Laos, Lebanon, Trinidad and Tobago, South Sudan, and any other countries or regions subject to sanctions by the United Nations, OFAC, the EU, the UK government, or its member states. CICADA may update the list of Restricted Regions from time to time and notify users via website announcements or other reasonable means. You will not use VPNs, proxies, or other privacy technologies to circumvent regional or identity restrictions; if we reasonably suspect evasion based on technical or compliance factors, we reserve the right to suspend or terminate Services to you. You are not on any international sanctions lists (including those maintained by OFAC, the EU, the UN, the UK, etc.); You will not use VPNs, proxies, privacy technologies, or other means to circumvent regional or identity restrictions; Your use of the Services does not violate any applicable laws, regulatory requirements, or international standards.

3.3 User Responsibilities and Representations

You understand and agree that: You bear full responsibility for the security of your accounts, private keys, and wallets; CICADA does not hold your assets and does not provide custody services; You must independently evaluate potential market, technical, policy, and liquidity risks associated with using the Services; You are responsible for all tax reporting, regulatory compliance, and legal obligations; CICADA assumes no liability for losses due to network interruptions, blockchain failures, smart contract vulnerabilities, or hacker attacks. However, this clause does not affect statutory liabilities under applicable law that cannot be disclaimed due to CICADA's willful misconduct, bad faith, or gross negligence.

3.4 Fees and Costs

In using CICADA Services, you may incur the following fees: operational fees for minting, redemption, swapping, staking, etc.; on-chain gas fees; bridging service fees; and fees charged by third-party services (e.g., wallets, bridging protocols). All fees are based on on-chain transactions. CICADA provides estimates only, and actual amounts may vary due to network conditions or contract parameter changes. CICADA reserves the right to adjust fee structures to the extent permitted by applicable law. We will generally provide advance notice of fee adjustments within a reasonable period; however, in cases of security, compliance, or technical emergencies, adjustments may be made immediately with subsequent notice.

4. Blockchain Rules Disclosure

4.1 Blockchain Explanation

We are software developers for on-chain asset management. You understand that when interacting with any protocol smart contracts, you retain control over your crypto assets at all times. The private keys associated with the wallet addresses you use to transfer crypto assets are the sole means of controlling the crypto assets transferred to smart contracts. You are solely responsible for safeguarding your private keys. We have no access to your private keys. Due to the non-custodial and decentralized nature of this technology, we act neither as intermediaries, agents, advisors, nor custodians, and we have no fiduciary relationship or obligations to you regarding any decisions or activities you undertake while using our Services. You acknowledge that, for the avoidance of doubt, we possess no information about any users, user identities, or Services beyond what is publicly available on the blockchain. We assume no responsibility for any activities you engage in while using the Services, and you should understand the risks associated with crypto assets, blockchain technology, and our Services. Non-Custodial Nature: CICADA Finance provides decentralized services only and does not store user assets. Transparent Transactions: All on-chain transactions are traceable; users must manage their private keys and wallet security independently. Risk Disclosure: The DeFi sector involves high risks; users are advised to thoroughly understand smart contracts and blockchain technology and prudently assess their risk tolerance before use. Protocol Fees: On-chain transactions require gas fees, and CICADA Finance will charge service fees in accordance with execution rules.

4.2 Blockchain Networks and Protocol Deployment

CICADA Finance protocols are deployed on multiple blockchain networks, such as Ethereum. The underlying blockchain software is open-source, and anyone may use or build upon it. We are not responsible for the operation of blockchain software and protocols, nor can we guarantee their security, availability, or continuity. Due to the characteristics of blockchain technology, protocols may be affected by risks such as blockchain forks, hacker attacks, and smart contract vulnerabilities. Users should fully understand and use the Services with caution.

4.3 Transaction Transparency and Privacy

One core feature of blockchain transactions is their transparency. All transaction records are publicly stored on the blockchain, accessible to anyone for viewing transaction addresses and related information. If your public key or wallet address can be linked to your identity, your asset holdings may become public.

4.4 On-Chain Transaction Fees (Gas Fees)

All blockchain transactions require gas fees (i.e., transaction fees), which are collected by blockchain network miners or validators, not by CICADA Finance. The amount of gas fees depends on network congestion and is non-refundable.

4.5 Independence of Community Ecosystem Contributors

Contributors to the CICADA Finance ecosystem (e.g., developers, governors) are independent individuals not under our control, and we bear no responsibility for their actions or omissions.

5. Liability and Risk Disclosures

5.1 You Assume the Risks of Engaging in Transactions Relying on Smart Contracts and Other Experimental Technologies

Transactions on the protocol rely on smart contracts stored on various blockchains, cryptographic tokens generated by smart contracts, and other emerging software, applications, and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. Among other risks, vulnerabilities, failures, cyberattacks, or changes to the applicable blockchain (e.g., forks) may disrupt these technologies and even result in the total loss of crypto assets, their market value, or digital funds.

You are solely responsible for custody of the private keys associated with the blockchain addresses used to interact with the protocol. We assume no liability for any such risks. If you are unwilling to accept these risks, you should not access or engage in transactions using blockchain-based technologies.

Another defining characteristic of blockchain technology is the immutability of its entries, meaning they generally cannot be deleted or modified by anyone from a technical standpoint. This includes smart contracts and cryptographic assets generated and programmed by smart contracts.

Accordingly, transactions recorded on the blockchain, including transfers of crypto assets and data programmed into these assets (such as revenue and interest allocations), must be treated as permanent and cannot be undone by us or anyone else. You must exercise extreme care when completing any transaction that will be recorded on the blockchain.

Any yields displayed or distributed through the Services derive from on-chain smart contract mechanisms or third-party strategies/protocols. The amount, frequency, and availability of yields depend on market conditions, on-chain liquidity, smart contract status, and third-party performance, and may be zero or result in losses. Automated distributions refer solely to technical processes and do not constitute promises or guarantees of yields.

If the Services involve Real-World Assets (RWAs) or off-chain assets, the corresponding assets are managed by third-party custodians, brokers, or issuers. CICADA does not directly custody, manage, or hold related off-chain assets, nor can it guarantee their authenticity, compliance, solvency, or performance. In the event of third-party default, bankruptcy, regulatory intervention, or operational/liquidation risks, users may be unable to recover part or all of their assets or yields.

We assume no responsibility for any third-party content or services, including but not limited to any networks or applications such as Discord or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. Risks associated with using or accessing any third-party products or services (including via the Services) are borne solely by you.

You agree to the automated collection and disbursement of proceeds by smart contracts. You acknowledge and agree that all transactions accessed through the Services will be automatically processed using one or more blockchain-based smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions related to the Services. You further acknowledge and agree that the applicable smart contract(s) dictate the terms and conditions of transfer of transaction funds and ownership of crypto assets.

You acknowledge that using the Services involves risks. It is your responsibility to evaluate the Services prior to use, and all transactions accessed through the Services are irreversible, final, and non-refundable. The Services may be disabled, disrupted, or adversely impacted due to sophisticated cyberattacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all potential risks of using and accessing our Services. You agree to (as defined below) accept these risks and agree that you will not seek to hold any CICADA indemnified party liable for any consequent losses.

You Are Solely Responsible for the Security of Your Wallet. You understand and agree that you are solely responsible for maintaining the security of your wallet. Any unauthorized access to your wallet by third parties could result in the loss or theft of any crypto assets or any funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for, managing and maintaining the security of your wallet. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to your wallet. It is your responsibility to monitor your wallet.

We Do Not Guarantee the Quality or Accessibility of the Services. As a condition to you accessing or using the Services or the website, you acknowledge, understand, and agree that the website and the Services may be inaccessible or inoperable for any reason, including, without limitation: equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure, or unavailability of third-party service providers or external partners for any reason.

You acknowledge and agree that you assume full risk associated with accessing and using the Services, including but not limited to the website. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and crypto assets.

You Are Responsible for Your Own Taxes and Duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any crypto assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.

We Grant You a License to Use Our Services. Being that you comply with these terms on an ongoing basis, we grant you a personal, worldwide, revocable, non-exclusive and non-transferable license to use the software provided to you as part of our Services. The only purpose of this license is to allow you to use and enjoy the Services solely as permitted by these terms.

Transactions Are Irreversible: Due to the nature of blockchain technology, all transaction records are immutable and irrevocable; users must independently verify transaction details.

Market Volatility Risk: Crypto markets are highly volatile, and users bear sole responsibility for losses due to price fluctuations.

Hacking and Smart Contract Vulnerabilities: Blockchain technology is in rapid development and may face risks such as hacks and vulnerability exploits; CICADA Finance assumes no liability for asset losses due to security breaches.

Reliance on Third-Party Services: CICADA Finance may integrate or provide access to third-party services, and we assume no responsibility for their reliability, security, or availability.

6. User Obligations

You may use the Services only in compliance with this Agreement (including but not limited to these terms), applicable third-party policies, and all applicable laws, regulations, rules, and guidelines. The following actions are prohibited:

Using the Services to engage in, promote, or facilitate illegal activities (including but not limited to money laundering, terrorist financing, tax evasion, purchasing or selling illegal drugs, contraband, counterfeit goods, or illegal weapons);

Using the Services for any unauthorized commercial purposes;

Uploading or transmitting viruses, worms, malware, or other types of malicious code that will or may affect the functionality or operation of the Services in any way;

Attempting or actually copying or making unauthorized use of all or any portion of the Services, including attempting to decompile, reformat or frame, disassemble, reverse engineer any part of the Services;

Harvesting or otherwise collecting information from the Services for any unauthorized purpose; Using the Services under false or fraudulent pretenses or otherwise engaging in deceptive practices; Interfering with other users' access to or use of the Services;

Interfering with or circumventing the security features of the Services or any third party's systems, networks, or resources used in the provision of Services;

Engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with use of the Services (and operations technically permitted by a smart contract may nevertheless be a violation of our Agreement, including these terms, and the law);

Engaging in any anticompetitive behavior or other misconduct.

Using the Services in connection with any sanctioned individual or entity, or in any sanctioned jurisdiction, as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other legal or regulatory body in any applicable jurisdiction;

You as an individual or entity, or your wallet address, being listed on the Specially Designated Nationals and Blocked Persons List ("SDN List"), Consolidated Sanctions List ("Non-SDN Lists"), or any other sanctions lists administered by OFAC; or

You being located, organized, or resident in a sanctioned country or territory, or whose government is sanctioned, including but not limited to the United States (including territories), Mainland China, Singapore, Canada, Russia, Belarus, Iran, Iraq, Cuba, North Korea, Syria, Sudan, Venezuela, Yemen, Zimbabwe, Myanmar, Somalia, Uzbekistan, Crimea and Sevastopol, the Democratic Republic of the Congo, Nicaragua, Libya, Afghanistan, Pakistan, Haiti, Laos, Lebanon, Trinidad and Tobago, South Sudan, and any other countries or regions subject to sanctions by the United Nations, OFAC, the EU, the UK government, or its member states.

Violations of Our Rules May Result in Our Intervention

You agree and acknowledge that if you use the Services to engage in conduct prohibited by applicable law, we permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a user's violation of this Agreement or applicable law.

Lawful and Compliant Use: Users commit not to use CICADA Finance for illegal activities, including but not limited to money laundering, terrorist financing, tax evasion, etc.

Secure Storage of Private Keys: Users must properly safeguard wallet private keys; once lost, we cannot recover or restore user assets.

Compliance with Community Governance Rules: When participating in CICADA Finance governance, users must adhere to decentralized governance rules and respect the rights of other community members.

7. Disclaimers

To the Maximum Extent Permitted by Applicable Law, We Make No Representations or Warranties. The Services are provided on an "as is" and "as available" basis. We and our parent companies, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "CICADA Indemnified Parties") make no guarantees of any kind in connection with the Services. To the maximum extent permitted by applicable law, the CICADA Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim any warranties regarding:

The Services being accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Services is at your own risk.

Injury or Damage Caused by the Services. For example, you expressly acknowledge, understand, and agree that the Services may contain audio-visual effects, strobe lights, or other materials that may affect your physical senses and/or physical condition. Further, you expressly acknowledge that the CICADA Indemnified Parties are not responsible for loss or damages caused by another user's actions, actions of unauthorized actors, or any unauthorized access to or use of the Services.

Viruses, worms, malware, or other types of malicious code that may affect the functionality or operation of the Services in any way.

Limitation of Liability. To the maximum extent permitted by law, in no event shall the CICADA Indemnified Parties be liable to you for any loss, damage, or injury of any kind including any direct, indirect, special, incidental, exemplary, consequential, or punitive losses or damages, or damages for system failure or malfunction or loss of profits, data, use, business or good-will or other intangible losses, arising from or in connection with:

(A) the Services or your inability to use or access the Services; (B) misuse of the Services (including without limitation, unauthorized access of the Services); (C) any user's conduct on the Services; or (D) termination, suspension, or restriction of access to any the Services.

In addition to the foregoing, no CICADA Indemnified Party shall be liable for any damages caused in whole or in part by (A) user error, such as forgotten passwords or incorrectly constructed smart contracts or other transactions; (B) server failure or data loss; (C) any unauthorized third party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against the Services; (D) bugs, vulnerabilities, or defects in any smart contract or blockchain that is interacted with through the Services, or any other blockchain related software or technology; (E) telecommunications failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused; (F) any change in value of any crypto asset; (G) any change in law, regulation, or policy; (H) events of force majeure; or (I) any other factor beyond our reasonable control.

This limitation of liability is intended to apply without regard to whether other provisions of these terms have been breached or have proven ineffective.

In no event shall the CICADA Indemnified Parties' aggregate liability to you or any other user (whether based on contract, tort, or any other theory) exceed, to the maximum extent permitted by applicable law: (i) the total amount of service fees actually paid by you to CICADA in respect of the use of the Services in the 12 months preceding the date of the claim; or (ii) one thousand U.S. dollars (US$1,000.00), whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities set out in this section; as a result, some of the above limitations and disclaimers may not apply to you. To the extent the CICADA Indemnified Parties may not, as a matter of applicable law, disclaim any warranty or limit certain liabilities, the extent of the CICADA Indemnified Parties' liability and the scope of any such warranties will be as permitted under applicable law.

However, the foregoing disclaimers and limitations of liability do not apply to circumstances expressly prohibited by applicable law from being disclaimed or limited, including liabilities arising from CICADA's willful misconduct, bad faith, or gross negligence.

You agree to indemnify, defend, and hold harmless the CICADA Indemnified Parties from any claim or demand (including reasonable attorneys' fees) made by any third party due to or arising out of:

(a) your breach or alleged breach of the Agreement (including, but not limited to, these terms); (b) your contributions to the Services; (c) your misuse of the Services or any smart contract and/or script related thereto; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

8. Arbitration Agreement

Please Review This Section Carefully: It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court and to Have a Jury Hear Your Claims. It Contains Procedures for Mandatory Binding Arbitration and a Class Action Waiver.

Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the Agreement or the Services (each, a "Dispute," and together, "Disputes") by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

You and we agree that any Disputes that cannot be resolved through the process delineated above shall be resolved through binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be Singapore. The language of the arbitration shall be English. The arbitrator shall have experience adjudicating matters involving Internet technology, software applications, financial transactions, and blockchain technology. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" subsection of these terms as to the types and the amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney's fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

Unless you timely provide us with an arbitration opt-out notice, you acknowledge and agree that you and we each waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you and we otherwise agree in writing, an arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding.

9. Changes to the Agreement

By rejecting any changes to these terms, you agree that from the date you first accepted these terms (or accepted any subsequent changes to these terms), you will arbitrate any Dispute between you and us in accordance with the provisions of this section.

10. Termination of Agreement

This Agreement remains in effect unless terminated by you or us. You may terminate your agreement with us at any time by ceasing all access to the website or Services. We reserve the right to terminate your agreement with us and deny you access to the Services if we determine, in our sole discretion, that you have failed to comply or we suspect you have failed to comply with any term or provision of this Agreement (including but not limited to any provision of these terms). We further reserve the right to restrict your access to the website or cease providing you with all or a part of the Services at any time and for no reason, including, but not limited to, if we reasonably believe:

(a) Your use of the Services exposes us to risk or liability; (b) You are using the Services for illegal purposes; or (c) It is not commercially viable to continue providing you with our Services. All of these are in

addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.

We reserve the right to modify the Services at any time, but we have no obligation to update the Services. You agree that it is your responsibility to monitor changes to the Services that may impact you. You agree that we may remove you from the Services at any time, and we will suspend or terminate your access to all or any part of the Services to the extent permitted by applicable law, with advance notice where reasonably practicable; in cases of security, compliance, or technical emergencies requiring immediate action, we may terminate or restrict Services without prior notice and provide notice thereafter.

If any provision of this Agreement (including but not limited to these terms) is found to be illegal, invalid, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.

This Agreement (including but not limited to these terms) may be assigned to any CICADA Indemnified Party or its successors without your prior consent in connection with any business associated with the Services we provide. You may not assign or transfer any rights or obligations under this Agreement without our prior written consent.

11. Final Provisions

This Agreement (including but not limited to these terms and CICADA's Privacy Policy) and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including but not limited to any prior versions of these terms). Any failure by us to exercise or enforce any right or provision of this Agreement (including but not limited to these terms) shall not constitute a waiver of such right or provision.

If you have any questions about this Agreement or wish to exercise any of your statutory rights, please contact us. We will respond within a reasonable time in accordance with applicable law. Feel free to reach out via our official social channels.

Email: <admin@cicada.finance> X: <https://x.com/CicadaFinance>

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