Dakota

Dakota Terms of Service

Last Updated: January 30, 2026

This Platform Services Agreement (the "Agreement"), in conjunction with the Funds Transfer Agreement sets forth the terms and conditions between Dakota Ridge, Inc. ("Dakota", "us", "our" or "we") including services provided in partnership with our banking partners ("Partners"); and the Customer ("Customer", "you," or "your") which govern Customer's access and use of the Dakota Platform and related services (the "Services"). Dakota and the Customer may individually be referred to as a "Party" and collectively the "Parties."

DAKOTA RIDGE, INC. IS A FINANCIAL TECHNOLOGY COMPANY, NOT A BANK. REGULATED PAYMENT SERVICES ARE PROVIDED THROUGH FINANCIAL SERVICES PARTNERS OR BANKS.

You accept this Agreement, and it becomes effective on the date (the "Effective Date") that you either (a) consent to the E-Sign & Electronic Communications Notice ("Consent") via the online application form that refers to this Agreement or (b) enter into an Order Form for the Services that refers to this Agreement. If you are accessing or using the Services on behalf of an organization (such as your employer), you represent and warrant that you are authorized to act on behalf of your organization to apply for a Dakota Account, in which case "Customer", "you" or "your" will refer to your organization. If you do not have authority to bind your organization or do not agree with any provision of this Agreement, you must not accept this Agreement and may not use the Services.

You acknowledge that Dakota may make changes to this Agreement and pricing from time to time and your continued use of the Services will constitute consent to such changes and such use shall be subject to the current published version of this Agreement located at: www.dakota.io/terms. If you do not agree to the published version of the Agreement, you may request that Dakota closes your account and you must stop using the Services and withdraw all balances from your Account within the agreed upon timeframe.

You agree to receive all communications from us and from our Partners electronically. This means you cannot contact Dakota about the Services by telephone or by regular mail. For more details about our E-Sign & Electronic Communications Notice, refer to: https://www.dakota.io/e-sign

1. Services

1.1 Dakota Wallet and Services

Dakota Services. Dakota provides an online platform ("Dakota Platform") that is designed to enable Customer to: (1) create digital wallets (each, a "Dakota Wallet"), (2) self-custody digital assets supported by the Services ("Supported Digital Assets"), (3) monitor, maintain, and transact with the associated Supported Digital Assets, and (4) create and impose policies governing the limitations and requirements on Transactions (collectively the "Services"). Subject to Customer's compliance with the terms and conditions of this Agreement and any limitations set forth in the applicable Order Form, Dakota grants to Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Term solely for Customer's internal business purposes.

  • (a) Dakota Stablecoin - By default, fiat currencies sent into the Dakota Platform are automatically issued and converted into Dakota's proprietary stablecoin DKUSD ("DKUSD"). DKUSD is issued by Bridge Building Inc., a Money Services Business registered in the United States with FinCEN.
  • (b) Dakota Wallets - The Dakota Services may include the ability for Customer to maintain Supported Digital Assets in a wallet built and maintained by Dakota ("Dakota-Supported Wallet") or a wallet built and maintained by a third party ("Third-Party Wallet") (collectively "Dakota Wallets").
    • (1) Dakota-Supported Wallets - With respect to each Dakota-Supported Wallet, Customer acknowledges that the private key for such Dakota-Supported Wallet will be sharded into three pieces and distributed as follows: (1) one shard to be held by Dakota and solely used by Dakota to provide the Services to Customer and on Customer's behalf, (2) one shard to be encrypted by Customer and held by Dakota (for which Dakota will not have access to any Authentication Credentials (as defined below) required for such private key shard), and (3) one shard to be sent to a backup provider of Customer's choice (as selected by Customer in its sole discretion).
    • (2) Third-Party Wallets - The Dakota Platform may also allow Customers the ability to connect and use Third-Party Wallets, which are not owned or controlled by Dakota. Third-Party Wallets are on-chain wallets, which use account abstraction controlled by smart contracts instead of traditional private keys. Third-Party Wallets may allow for custom features such as transaction approvals, gas fee payments, and recovery mechanisms, offering enhanced flexibility and automation. Customers are solely responsible for the management and security of Third-Party Wallets.
    • (3) Authentication Credentials and Security - Customer is responsible for securing Customer's private key shards not held by Dakota and other access credentials, which may include Customer's selected personal identification numbers, passkeys, and/or other private access information ("Authentication Credentials"). While some Authentication Credentials may be stored directly with the Services, Customer understands and agrees that Dakota cannot, and will not be able to, restore or recover Customer's Authentication Credentials, and Customer agrees to keep such Authentication Credentials safe and confidential and immediately notify Dakota of any unauthorized use of Customer's Dakota Wallet, Customer's Authentication Credentials, any Admin's privileges and rights, or other breach of security associated with Customer's Dakota Wallet. Please keep in mind that due to the nature of our self-custodial wallet infrastructure, Dakota will never have access to the Authentication Credentials, and accordingly Dakota cannot and will not move any amounts on Customer's behalf, nor can Dakota help Customer access Supported Digital Assets in Customer's Dakota Wallet should Customer lose such Access Credentials. Customer further acknowledges and agrees that Dakota will not be liable for any loss or damage arising from Customer's failure to comply with this section.
    • (4) Responsibility for Customer's Digital Assets - Customer owns and controls the Supported Digital Assets held in Customer's Dakota Wallet. At any time, subject to having internet access and the relevant blockchain, Customer may withdraw Customer's Supported Digital Assets by sending it to a different blockchain address. When holding Customer's Supported Digital Assets in Customer's Dakota Wallet and, if applicable, the private key shards (to be used strictly on behalf of Customer as set forth in Section 1), Dakota does not maintain control over Customer's Dakota Wallet or Supported Digital Assets. As the owner of Supported Digital Assets in Customer's Dakota Wallet, Customer shall bear all risk of loss of such Supported Digital Assets. Dakota shall have no liability for Supported Digital Asset fluctuations or losses associated with Customer's use of a Dakota Wallet. Dakota is not responsible and will have no obligation whatsoever with regard to digital assets that are not supported by Dakota that are sent to a Dakota Wallet or with regard to Supported Digital Assets sent to an incompatible digital asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted digital assets will be lost and Dakota disclaims any and all liability with respect to such erroneously transmitted digital assets.
    • (5) Transacting with a Dakota Wallet - The Services are designed to enable Customer to send, receive, and otherwise transact with Supported Digital Assets in a Dakota Wallet (each, a "Transaction"). Transactions may require approval from Admins and must be signed off by Authentication Credentials according to Customer's policies. When Customer or a third party sends Supported Digital Assets to a Dakota Wallet address, the person initiating the Transaction is solely responsible for executing the Transaction properly, which may include, among other things, payment of sufficient network fees in order for the Transaction to be successful. Dakota has no obligation to assist in the remediation of such Transactions. When Customer sends cryptocurrency from a Dakota Wallet to another digital asset wallet, such transfers are executed on chain by Customer and not under the control of Dakota. Customer should verify all Transaction information prior to submission. Dakota shall bear no liability or responsibility in the event Customer enters an incorrect blockchain destination address. Transactions cannot be reversed once they have been broadcast to the relevant cryptocurrency network, although they may be in a pending state, and designated accordingly, while the Transaction is processed by network operators. Dakota does not control the network and makes no guarantees that a Transaction will be confirmed by the network.

WE DO NOT ASSUME ANY LIABILITY FOR ANY DAMAGE INCURRED BY YOU IN RELATION TO ANY UNAUTHORIZED ACCESS TO THE SERVICES CAUSED BY COMPROMISING YOUR AUTHENTICATION CREDENTIALS. YOU ARE SOLELY RESPONSIBLE FOR KEEPING YOUR AUTHENTICATION CREDENTIALS SAFE AND IF YOU FEEL THEY MAY HAVE BEEN COMPROMISED, PLEASE CONTACT DAKOTA SUPPORT TO REPORT AN ACCESS OR SECURITY ISSUE AT: support@dakota.xyz.

  • (c) Professional Services - Dakota may, from time to time, perform certain professional services, which may include implementation, integration, maintenance, and support services (collectively, "Professional Services"), in each case as set forth under the "Professional Services" section of an applicable Order Form, if any, and in accordance with this Agreement.

1.2 Authorized Users

Customer may permit its authorized employees and/or contractors to use the Services (each, an "Authorized User"), provided that (i) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement, and (ii) Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services. Customer may, via the functionality of the Services, designate certain Authorized Users as Admins. An "Admin" is an Authorized User who, by default, has full permissions and administrative rights, including the ability to create one or more sub-accounts and/or sub-organizations, set policies governing the limitations and requirements on Transactions, and approve Transactions utilizing Customer's Authentication Credentials. Customer will remain solely responsible for all activities that occur under Customer's account, including any and all activities by Customer's Authorized Users and all Transactions. Customer will, and will require all Authorized Users to, use all reasonable means to secure its Authentication Credentials and all other materials and technology used to access the Services in accordance with customary security protocols, and will promptly notify Dakota if Customer knows or reasonably suspects that any user name and/or private access information (such as an email address utilized for Customer's authentication) has been compromised.

1.3 Eligibility

To be eligible to use the Services, Customer must: (a) be a legal entity duly organized and validly existing under the laws of its jurisdiction of organization, (b) have the legal capacity and authorization to enter into this Agreement; (c) not be located in, or operating from, any prohibited jurisdiction, which includes all US comprehensively sanctioned countries (Cuba, North Korea, Iran, Syria, and Ukraine) and prohibited regions (Myanmar, Belarus, and Russia): where Dakota Platform and the Services are prohibited by law; and (d) not be listed on any government list of prohibited or restricted parties, including sanctioned persons or entities identified by the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons ("SDN") list, or other U.S. non-SDN restricted or prohibited parties lists. By creating an account with Dakota, Customer agrees that Dakota may collect, use, and share Customer's personal and business information as necessary to provide the Services, comply with applicable laws, and as otherwise described in Dakota's Privacy Policy available at www.dakota.xyz/privacy. Customer represents and warrants that all information provided to Dakota is accurate, complete, and current, and Customer agrees to promptly update such information as necessary.

You may only use the Services for commercial purposes. The Dakota Account cannot be used for personal, consumer, or household purposes.

1.4 Restrictions

  • (a) Service Availability - The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. Customer and its Authorized Users will comply with all applicable United States laws (including but not limited to local, state, and federal laws) when using the Services. Without limiting the foregoing, by using the Services, Customer represents and warrants that: (a) Customer and its Authorized Users are not located in a country that is subject to a U.S. Government embargo; and (b) Customer and its Authorized Users are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If Customer or any Authorized User accesses or uses the Services outside the United States, Customer is solely responsible for ensuring that such access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. Customer must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify Customer's internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Dakota reserves the right, but have no obligation, to monitor the locations from which the Services are accessed. Furthermore, Dakota reserves the right, at any time, in its sole discretion, to block access to the Services and to the extent that it is able to do so, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who Dakota believe is in breach of this Agreement.
  • (b) Service Restrictions - Customer will not at any time and will not permit any third party (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) embed, mirror, sell, resell, rent or lease use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Dakota for use expressly for such purposes; (viii) use the Services, Documentation or any other Dakota Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; (ix) use the Services for any prohibited use.

    As used herein, "Documentation" means the standard user documentation for the Services that Dakota makes generally available to its customers, which may be updated from time to time with or without notice to Customer.

  • (c) Prohibited Use - You may not use your Dakota Account or the Dakota Platform to engage in any prohibited activity. Prohibited activity includes, but is not limited to, unlawful, fraudulent, or otherwise impermissible activities, or activities that do not serve a legitimate business purpose. In addition, certain business types are not eligible to open an Account or access the Services. A complete description of prohibited activities and prohibited business types is set forth in Dakota's Prohibited Use Policy, as updated from time to time and located at: https://support.dakota.xyz/articles/8875851654-prohibited-industries

1.5 Limited Rights; Ownership

Customer's rights in the Services will be limited to those expressly granted in this Agreement. Customer expressly acknowledges that, as between Dakota and Customer, Dakota reserves and will own all worldwide right, title and interest in and to the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, any Professional Services, any Documentation, and any data information, or materials provided by or on behalf of Dakota to Customer or any third party, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship) (collectively, "Dakota IP"). Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any Dakota IP as made available to Customer.

1.6 Feedback

From time-to-time, Customer or its employees, contractors, or representatives may provide Dakota with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). Customer hereby grants Dakota a perpetual, irrevocable, royalty-free and fully-paid up license, with the right to sublicense, to use and exploit all Feedback in connection with Dakota's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

1.7 Customer Authorization

By using the Services, Customer authorizes Dakota to act as Customer's agent and third-party sender to initiate, process, and execute payment orders, wire transfers, ACH transactions, and other payment instructions submitted by Customer through the Dakota Platform. Customer authorizes Dakota to credit Customer's linked bank accounts and Dakota Wallet as necessary to complete such transactions. Customer acknowledges that Dakota may transmit payment instructions to its Partners, to effectuate such transactions on Customer's behalf. All payment instructions are subject to verification, compliance (AML and sanctions) review, and applicable transaction limits. Dakota reserves the right to refuse, delay, or reverse any transaction that Dakota reasonably believes may violate applicable law, this Agreement, or the terms of Dakota's Partners or third parties.

1.8 Updating Your Information

It is your responsibility to provide us with a true, accurate and complete business and contact information, and to keep such information up to date. You understand and agree that if Dakota sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, or you are otherwise unable to receive electronic Communications, Dakota will be deemed to have provided the Communication to you.

You may update your information by contacting our support team via email at support@dakota.xyz.

2. Payment Terms, Taxes, and Fees

2.1 Fees

Customer agrees and will pay Dakota all applicable fees, including for Services ("Service Fees") and transfers ("Transfer Fees") as specified at Dakota.xyz/pricing or as otherwise set forth on an Order Form (collectively "Fees"). Dakota reserves the right to modify the Fees at any time, in its sole discretion, and continued use of the Services will constitute consent to such changes. All Fees are non-cancelable and unless otherwise stated in an Order Form, non-refundable.

2.2 Payment

Dakota will charge Customer for all Service Fees on a monthly, recurring basis via the payment method provided by Customer to Dakota, unless other payment terms are agreed in an applicable Order Form. Any Transfer Fees will be debited from Customer's Dakota Wallet, as specified in each Transaction. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer will reimburse Dakota for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any overdue amounts. Customer will pay all amounts due under this Agreement in U.S. currency. All fees payable under this Agreement are net amounts and are payable in full, without offset or deduction for taxes or duties of any kind.

2.3 Taxes

Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer's receipt or use of the Services and Professional Services, except for taxes based on Dakota's net income. In the event that Dakota is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Dakota. If Customer pays any withholding taxes that are required to be paid under applicable law, Customer will furnish Dakota with written documentation of all such tax payments, including receipts.

2.4 Reversals & Cancellations

You cannot cancel, reverse, or change any outgoing transaction marked as complete or pending. You must have sufficient balance in your wallets to initiate an outgoing transaction via fiat or digital assets. If your payment is not successful, if your wallet has insufficient funds, or if you reverse a payment or on-chain transaction made from funds in your Account, you authorize Dakota, in its sole discretion, to cancel or pause the transaction. We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any Digital Asset Transfers in our sole discretion, even after funds have been debited from your Account, in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; or relate to a prohibited use as set forth in the Prohibited Use Policy. In such instances, Dakota will reverse the transaction and we are under no obligation to reinstate the order at the same price or on the same terms as the canceled transaction.

2.5 Error Resolution and Unauthorized Transactions

In Case of Errors or Questions About Your Electronic Transfers Contact Dakota immediately at support@dakota.xyz if you think your statement or transaction history is wrong, if you need more information about a transaction, or if you believe an unauthorized transaction has occurred. For unauthorized transactions, please notify us promptly so that we can process the return under applicable NACHA rules for business transactions. We must hear from you no later than two (2) business days after the transaction was processed for an unauthorized ACH transfer. For errors, please contact us as soon as you become aware of the error, ideally the same day so that we can cancel or reverse the transaction before the bank processing cut-off times. If you fail to notify Dakota within two (2) business days, our ability to recover funds through the ACH Network may be significantly limited, even if we later determine the transaction was unauthorized.

When you contact us, please provide: (1) your name and account information; (2) a description of the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and (3) the dollar amount of the suspected error.

2.6 Fraud

We may treat any unauthorized access or activity as potentially fraudulent, and you must notify us within 24 hours if you become aware of or suspect potentially fraudulent activity. When you notify us, we may temporarily restrict access to your Dakota Account, suspend any pending orders or withdrawals, require you to change your Login Credentials, and take any other reasonable steps to protect your Account.

NEITHER DAKOTA NOR OUR PARTNERS ARE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ACTIVITY FROM YOUR DAKOTA ACCOUNT.

3. Customer Materials

3.1 Ownership of Customer Materials

Dakota acknowledges that, as between Customer and Dakota and except as set forth in Section 4.2, Customer owns and retains all right, title, and interest in and to all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or made available to Dakota in connection with Customer's use thereof, but excluding, for clarity, Aggregate Data ("Customer Materials").

3.2 License to Customer Materials

Customer hereby grants Dakota a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials for the purpose of hosting, operating, improving, and providing the Services and Professional Services to Customer.

3.3 Representations and Warranties Regarding Customer Materials

Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, permissions, consents, authority, and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer's privacy policy) as contemplated by this Agreement and (ii) Dakota's use of the Customer Materials in accordance with this Agreement will not infringe any intellectual property rights of a third party, violate any applicable laws or regulations, or cause a breach of any agreement or obligation between Customer and any third party.

4. Partners and Third Parties

4.1 Partners

Certain products or features offered through Dakota Platform may be provided by our financial partners ("Partners"). By applying for a Dakota Account and using the Dakota Platform Services, you agree to comply with these terms and conditions; the terms and conditions and privacy policies of our Partners; and the Funds Transfer Agreement. Customer acknowledges and agrees that Customer's use of the Platform Services may be subject to additional terms and conditions imposed by these Partners, and Customer agrees to comply with all such terms.

4.2 Third-Party Services

Certain features and functionalities within the Services may include or allow Customer and its Authorized Users to interface, interact with, access and/or use certain third-party services, software, products, technology, and content (collectively, "Third-Party Services"). For instance, Third-Party Services may include issuance of stablecoins, staking, DeFi, AML and compliance monitoring, and sanctions screenings. Customer acknowledges and understands that Dakota does not provide the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer's use of such Third-Party Services may be subject to additional terms, fees, and costs imposed by the Third-Party Service provider, for which Customer is solely responsible. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services. Dakota expressly disclaims all representations and warranties relating to any Third-Party Services and Customer's use of Third-Party Services is at Customer's own risk. Customer will look solely to the providers of the Third-Party Applications for any warranty related issues or other claims.

5. Disclaimers

5.1 General Disclaimer

Dakota does not warrant that the Dakota Platform will meet customer's requirements, that any Services will operate in the combinations that customer may select for use, that the operation of any Services will be error-free or uninterrupted or that all errors or defects within any Dakota Platform will be corrected. Dakota disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage or trade, or that use of the Dakota Platform, Services, or any third-party services will be error-free, bug-free or uninterrupted. No advice or information, whether oral or written, obtained from Dakota or elsewhere will create any warranty not expressly stated in this agreement. Except as expressly set forth herein, the Dakota Platform is provided on an "as is" basis, and Dakota makes no warranties or representations to Customer, its Authorized Users or to any other party regarding the Dakota Platform, Services, third-party services or any other services or materials provided hereunder.

5.2 Blockchain Limitations

Customer acknowledges and agrees that digital assets, including supported digital assets, exist only by virtue of the ownership record maintained in the applicable blockchain network, which Dakota does not control. Any transaction that might occur in any digital asset, including supported digital assets, occurs on the decentralized ledger within a blockchain network, which Dakota does not control. Dakota makes no recommendations as to whether to use the services or to transact with or use any particular digital asset, including any supported digital asset, or any fiat currency. Dakota will not be liable in any respect for any loss arising from or relating to any digital asset, including any supported digital asset, or blockchain network.

5.3 Errors and Availability

Dakota will not be responsible or liable to customer for any asset losses or otherwise for any use of the services, including but not limited to any losses, damages, or claims arising from: (i) user error such as forgotten authentication credentials or passwords, incorrectly constructed transactions, or typographical errors, including with wallet addresses or otherwise; (ii) server failure or data loss; (iii) blockchain or other networks, smart contracts, digital wallets, nodes, or corrupt files; (iv) unauthorized access to the Services, Customer's account, or Customer's Authentication Credentials, regardless of whether such unauthorized access results from Customer's negligence, the actions of third parties, or any other cause, including but not limited to unauthorized transactions initiated using Customer's Authentication Credentials; or (v) any third party activities, including without limitation the use of viruses, phishing, bruteforcing, or other means of attack. Customer acknowledges and agrees that Customer is solely responsible for maintaining the confidentiality and security of Customer's Authentication Credentials, and that any transaction authenticated using Customer's Authentication Credentials will be deemed authorized by Customer, unless Customer has notified Dakota of unauthorized access in accordance with Section 2.5 prior to such transaction.

5.4 Partners & Third Party Services

Dakota further expressly disclaims all liability or responsibility in connection with Partners or any third-party services. Nothing herein nor any use of any Partner or third-party services (including without limitation any third-party wallet and staking-enabled third-party services) constitutes Dakota's endorsement, recommendation or any other affiliation of or with any Partner or third-party service.

5.5 Blockchain Protocols

To the extent the Services enable Customer to interact with blockchain protocols (each, a "Protocol"), Customer understand that Customer's use of the Protocol is entirely at Customer's own risk. The Protocol is available on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. Customer assume all risks associated with using the Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; Customer may not have ready access to assets; and Customer may lose some or all of Customer's tokens or other assets. Customer will have no recourse against Dakota for any losses due to Customer's use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

6. Indemnification

Dakota will defend Customer against any claim, suit or proceeding brought by a third-party ("Claims") alleging that Customer's Use of the Services infringes or misappropriates such third party's Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Dakota (including reasonable attorneys' fees) resulting from such Claim. Dakota's preceding obligations will not apply if the underlying Claim arises from: (i) Customer's breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer's failure to use any enhancements, modifications, or updates to the Services that Dakota provides; (iv) modifications to the Services by anyone other than Dakota; (v) combinations of the Services with software, data or materials not provided by Dakota; or (vi) any use (whether authorized or unauthorized) of Customer's Authentication Credentials. Customer will defend, indemnify and hold harmless Dakota from and against any damages and liabilities (including court costs and reasonable attorneys' fees) awarded in a final judgment against Dakota, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from or relating to a Claim against Dakota that is based on: (i) Customer's (or Customer's Authorized Users') access to, use or misuse of the Services and any Third-Party Services, (ii) any use or misuse of Customer's Authentication Credentials, (iii) the Customer Materials or their use by Dakota in accordance with this Agreement infringes, misappropriates or violates a third-party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; or (iv) Customer's breach of this Agreement. Each Party's obligations under this Section 6 depend on: (i) the Party seeking defense and indemnity (the "Indemnified Party") providing the other Party (the "Indemnifying Party") with prompt written notice of such Claim (with sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle the Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party's expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.

7. Confidentiality

7.1 Confidential Information

As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Dakota IP will be deemed Confidential Information of Dakota. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

7.2 Restrictions

The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Dakota may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. As used herein, "Aggregate Data" means data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer's and/or its Authorized Users' Use of the Services, including, without limitation, any usage data or trends with respect to the Services. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

8. Limitation of Liability

8.1 Exclusion of Damages

Except for: (i) any infringement by one party of the other party's intellectual property rights, (ii) fraud or wilful misconduct by either party, or (iii) breach of Customer's payment obligations, neither party will be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, data, profits, revenue or business interruption, or the cost of cover or substitute services, arising out of or in connection with this agreement, Dakota IP, or the provision of services or professional services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party was advised of the possibility of such loss or damage.

8.2 Total Liability

In no event will Dakota's total liability to Customer or its authorized users in connection with this agreement, the Dakota IP or the provision of services or professional services exceed the fees actually paid by Customer to Dakota in the six (6) month period preceding the event giving rise to the claim, regardless of the legal or equitable theory on which the claim or liability is based, and whether or not Dakota was advised of the possibility of such loss or damage.

8.3 Basis of the Bargain

The parties hereby acknowledge and agree that the limitations of liability in this section 8 are an essential part of the basis of the bargain between Dakota and Customer, and will apply even if the remedies available hereunder are found to fail their essential purpose.

9. Termination & Suspension

9.1 Termination

This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Account with Dakota or the Agreement is otherwise terminated in accordance with the terms herein.

9.2 Termination for Convenience

Either party may terminate this Agreement for convenience on thirty (30) days written notice.

9.3 Termination for Breach

Dakota may terminate this Agreement with immediate effect or suspend Customer's access to the Services immediately if: (a) Customer engages in any Prohibited Business activities or violates Section 1.3 of this Agreement; (b) Customer violates any applicable law or regulation; (c) Dakota reasonably believes that Customer's account has been used for fraudulent, illegal, or unauthorized purposes; (d) Customer fails to pay any amounts due under this Agreement; (e) Dakota is required to do so by a financial partner, regulatory authority, or law enforcement agency; or (f) Customer otherwise materially breaches this Agreement.

For any other material breach by Customer not described above, Dakota may terminate this Agreement if such breach remains uncured ten (10) days after Dakota provides Customer with written notice of such breach.

9.4 Survival

The following Sections will survive termination or expiration of this Agreement for any reason: 1.6, 1.7, 2, 3, 5, 6, 7, 8, and 10.

10. General Terms

Neither Party may assign this Agreement, by operation of law or otherwise, without the other Party's prior written consent, except that Dakota may assign this Agreement to a successor entity in the event of a merger, consolidation, or sale of all or substantially all of the assets of Dakota. Any attempt by either Party to assign this Agreement in violation of the foregoing sentence will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Customer will fully comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software, or any Customer Materials, outside the United States ("Export Rules"), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Dover, Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.

11. Disclosures

11.1 USA Patriot Act

To help the government fight the funding of terrorism and money laundering activities, Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person (or entity) who opens an account or changes an existing account.

When you open an account or change an existing account, we will ask for the following (at a minimum) for the purpose of identity verification:

  • Legal Entity Name
  • Entity Type
  • Country of Incorporation
  • Registration Number
  • Operating & Registration Address
  • Industry
  • Tax ID Number (for US legal entities)

We collect and review documentation to verify your business's registration and identity, and obtain information regarding its operations and nature of business, as required to comply with applicable customer identification, verification, and anti-money laundering obligations under the USA PATRIOT Act, Bank Secrecy Act, and other related United States regulations.

Dakota and its partners may require and perform additional identity verification or information collection as necessary to comply with applicable laws and regulations, including requirements under the USA PATRIOT Act.

11.2 Digital Asset Risk Disclosures

Digital assets involve significant risk, including price volatility and the potential for partial or total loss. Transactions may be irreversible, and losses resulting from unauthorized activity, network failures, software bugs, or blockchain disruptions may not be recoverable. Digital asset networks are subject to operational limitations and events outside of Dakota's control.

The legal and regulatory treatment of digital assets is evolving and uncertain, and changes in applicable laws or regulations may impact the availability, use, or value of digital assets.

By engaging in transactions involving digital assets, you acknowledge and accept these risks and agree that you are solely responsible for evaluating the risks and suitability of digital assets for your business.

11.3 Additional Disclosures

DAKOTA RIDGE, INC. IS A FINANCIAL TECHNOLOGY COMPANY, NOT A BANK. FINANCIAL SERVICES ARE PROVIDED BY LEAD BANK, MEMBER FDIC.

USD funds in Dakota accounts are insured up to the standard maximum deposit insurance amount of $250,000 through our partner bank. If a customer has multiple accounts at Lead Bank or at the same bank, the FDIC only covers up to $250,000 per customer, regardless of how much is in all their combined accounts. Digital Asset balances are not eligible for FDIC pass-through insurance.