Terms of Service - Shake Defi

Last Updated: August 28, 2026

1. Acceptance of Terms and Definitions

By accessing, downloading, or using the App or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our EULA, and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

For purposes of these Terms, the following definitions apply:

"User" means any person who creates an account and uses the Services, whether as a Merchant or Client.

"Merchant" means a User who offers goods or services for sale through the App and creates Agreements for transactions.

"Client" means a User who purchases goods or services from a Merchant through the App and agrees to pay according to the terms of an Agreement.

"Agreement" means the digital contract created by a Merchant that specifies the goods or services to be exchanged, the payment amount, the Escrow Period, and any other relevant transaction terms. Each Agreement is digitally signed by both the Merchant and the Client.

"Escrow Period" means the period of time, specified in the Agreement by the Merchant, during which payment funds are held in escrow by the Smart Contract before being released to the Merchant. This period may range from zero (0) to any reasonable duration as permitted by the App.

"Smart Contract" means the autonomous, self-executing blockchain-based program that holds Client funds in escrow during the Escrow Period and executes the release or refund of funds according to its predetermined logic and any authorized instructions from the Company.

"Instant Transaction" means a transaction where the Escrow Period is set to zero (0), resulting in immediate transfer of funds to the Merchant without escrow functionality.

"Dispute" means a formal claim initiated by a Client during the Escrow Period alleging that the Merchant has failed to fulfill the terms of the Agreement.

"Marketplace Channel" or "P2P Marketplace" means public or community communication channels operated on third-party messaging platforms (including Telegram) where Users may optionally broadcast and discover transaction listings, item descriptions, and payment links to facilitate peer-to-peer transactions.

2. User Roles and Responsibilities

Users may act as both Merchants and Clients at different times. Regardless of role, all Users are bound by these Terms and remain responsible for fulfilling all obligations arising from any Agreements they enter into through the Services.

As a Merchant, you agree to:

Create clear, accurate, and complete Agreements that truthfully describe the goods or services you are offering
Deliver all goods or perform all services exactly as described in each Agreement you create and sign
Fulfill your obligations within the timeframes specified or reasonably implied in the Agreement
Respond promptly and professionally to Client inquiries and concerns
Cooperate fully in the event of a Dispute, including providing all requested evidence and documentation
Maintain sufficient inventory or capacity to fulfill your obligations under active Agreements
Not create Agreements with false, misleading, or deceptive information
Set reasonable Escrow Periods that align with the nature of the goods or services being provided

As a Client, you agree to:

Carefully review all terms of an Agreement before signing, including the description of goods or services, payment amount, and Escrow Period
Pay the agreed-upon amount promptly after signing an Agreement
Accept delivery of goods or services as specified in the Agreement
Only initiate Disputes when you have a legitimate, good-faith basis for believing the Merchant has not fulfilled the Agreement
Provide truthful and complete information when initiating a Dispute
Cooperate fully during the dispute resolution process
Not abuse the dispute process to obtain goods or services without proper payment

All Users, whether acting as Merchants or Clients, agree to:

Act in good faith and deal fairly with other Users
Honor all Agreements they sign through the Services
Not use the Services for any illegal, fraudulent, or unauthorized purpose
Not engage in any conduct that could damage, disable, or impair the Services
Comply with all applicable laws and regulations
Not impersonate another person or entity
Not harass, threaten, or abuse other Users

3. Transaction Process and Agreements

Merchants initiate transactions by creating Agreements through the App. Each Agreement must include:

A clear description of the goods or services being offered
The total payment amount in cryptocurrency
The Escrow Period duration
Any other material terms relevant to the transaction

Merchants may attach images to the Agreement to further document and clarify the goods or services being offered. By creating an Agreement, the Merchant represents that all information contained therein is accurate, complete, and not misleading.

Before signing an Agreement, Clients have the opportunity to review all terms, including the description of goods or services, payment amount, Escrow Period, and any attached images. By signing an Agreement, the Client acknowledges that they have reviewed and understood all terms and agree to be bound by them.

Both the Merchant and Client must digitally sign the Agreement using the App's signature functionality. The signature process includes:

Drawing a signature with a finger or stylus on the device screen
Photographic capture as described in Section 3.5 of the EULA
Timestamp recording of the signature event

Once both parties have signed, the Agreement becomes legally binding, and the transaction may proceed.

3.4.1 Instant Transactions

When a Merchant sets the Escrow Period to zero (0), the transaction becomes an Instant Transaction. Upon the Client's payment:

Funds are transferred immediately to the Merchant
No Escrow period applies
The Client waives the right to initiate a Dispute through the App
The transaction is considered complete and final, subject only to remedies available outside the App

Merchants should only use Instant Transactions when they can deliver goods or services immediately or when the nature of the transaction does not warrant a holding period.

3.4.2 Escrow Transactions

When a Merchant sets a Escrow Period greater than zero (0), the Client's payment is held in escrow by the Smart Contract. During this period:

The Merchant should deliver the goods or perform the services as specified in the Agreement
The Client retains the right to initiate a Dispute if the Merchant fails to fulfill the Agreement
Funds remain locked in the Smart Contract and cannot be accessed by either party
Upon expiration of the Escrow Period without a Dispute, funds are automatically released to the Merchant

You acknowledge and agree that:

The Smart Contract is not a bank, financial institution, or licensed escrow agent
The Smart Contract operates autonomously according to its programmed logic
The Company does not have custody or control over funds held in the Smart Contract, except as described in Section 5 regarding dispute resolution
The security and operation of the Smart Contract depends on the underlying blockchain network
Smart Contract code has been audited but no guarantee can be made regarding its absolute security or functionality

The App and Services may provide an optional feature allowing Users (such as Merchants) to broadcast transaction listings directly to public or community communication channels on third-party messaging platforms, including the P2P Marketplace Telegram channel ("Marketplace Channel"). By using or interacting with the Marketplace Channel feature, you acknowledge and agree to the following:

Voluntary Public Broadcast: Posting a listing to the Marketplace Channel is entirely optional and user-initiated. When you choose to post a listing, you explicitly authorize the Company to transmit and publicly display your listing information — including transaction photographs, item descriptions, pricing, accepted currencies, escrow holding period terms, general location details (such as city, state/province, or country), in-person transaction preferences, and associated transaction identification keywords or deep links — to public channels accessible by third parties.
Public Nature of Broadcast Data: You acknowledge that information posted to the Marketplace Channel is publicly accessible to any user of the third-party messaging platform and is outside the private, authenticated environment of the App. You agree not to include confidential, private, or sensitive personal information in your listing descriptions or photographs.
Merchant Content Representations and Warranties: When posting to the Marketplace Channel, you represent and warrant that: (i) you are the rightful owner of or hold all necessary licenses and permissions for all text, images, and content included in the listing; (ii) the listing describes genuine, lawful goods or services in your possession or control; (iii) the listing does not offer any counterfeit, stolen, hazardous, infringing, or legally prohibited items or services as set forth in Section 9; and (iv) the listing complies with all applicable laws and regulations.
Third-Party Platform Disclaimers (Telegram): Marketplace Channels are hosted and operated on third-party platforms (such as Telegram) that are not owned, operated, or controlled by the Company. Your use of or interaction with Telegram channels is governed by Telegram's applicable Terms of Service and Privacy Policy. The Company makes no representations or warranties regarding Telegram's availability, uptime, message delivery, content moderation, security, or data handling practices, and shall have no liability for any interruption, deletion, restriction, or suspension of third-party messaging services.
No Broker, Dealer, or Counterparty Role: The Company provides the Marketplace Channel broadcast feature solely as a technical communication tool and does not act as a broker, dealer, auctioneer, retailer, advertiser, or agent for any listed items or transactions. The Company does not review, verify, inspect, authenticate, warrant, or guarantee the quality, safety, condition, legality, or delivery of any goods or services advertised through the Marketplace Channel. All transactions initiated through Marketplace Channel listings occur directly between the buyer and seller, subject to Smart Contract Escrow protection when elected.
Listing Lifecycle, Updates, and Deletions: The App may provide functionality to update listing details (such as price or description), reflect real-time status transitions (such as marking an item as "Pending" upon buyer connection or "Sold" upon payment completion), or delete listings from the Marketplace Channel upon transaction completion, cancellation, expiration, or user request. However, the Company cannot guarantee that deleted or modified posts will be immediately removed or updated across all third-party client caches, message forwards, or user archives on external platforms.

4. Delivery and Performance Obligations

Merchants must deliver goods or perform services in strict accordance with the terms of each Agreement they sign. This includes:

Delivering goods or services that match the description in the Agreement
Meeting all quality standards explicitly or implicitly stated in the Agreement
Completing delivery or performance within any timeframes specified in the Agreement or, if not specified, within a reasonable time given the nature of the goods or services
Providing any agreed-upon documentation, warranties, or additional materials

Merchants are strongly encouraged to obtain and maintain evidence of delivery or performance, which may include:

Delivery confirmation receipts
Photographs of delivered goods
Signed acknowledgments from Clients
Screenshots of digital delivery
Time-stamped documentation of service completion
Any other relevant evidence

Such evidence may be crucial in the event of a Dispute and should be retained for a reasonable period after transaction completion.

If a Merchant fails to deliver goods or perform services as specified in an Agreement:

The Client may initiate a Dispute during the Escrow Period
The Merchant may be subject to a refund determination by the Company
The Merchant's account may be subject to suspension or termination
The Merchant may be liable for damages or other legal remedies

Clients must:

Make payment as specified in the Agreement after signing
Accept delivery of goods or services when provided according to the Agreement terms
Not refuse delivery or performance that complies with the Agreement terms
Provide any cooperation reasonably necessary for the Merchant to fulfill the Agreement

A Merchant may, at any time and at the Merchant's sole discretion, provide a full refund to a Client in connection with an Agreement (a "Voluntary Refund"). For purposes of these Terms, a refund authorized by the Company following a Dispute under Section 5.3 is referred to as an "Involuntary Refund."

Voluntary Refunds:

Must be for the full amount of the Agreement; the Merchant may not issue a partial Voluntary Refund
Are distinct from Involuntary Refunds and are not subject to the binary determination standard set forth in Section 5.3
May be initiated by the Merchant through the mechanisms made available in the App, which may include releasing funds held in escrow during the Escrow Period or transferring funds to the Client following release of Escrow or in connection with an Instant Transaction
Once executed, are final and may not be reversed by the Merchant

The Company does not require Voluntary Refunds, does not adjudicate the appropriateness or timing of any Voluntary Refund, and is not obligated to facilitate any return of goods or other arrangements between the parties in connection with a Voluntary Refund. Any obligations between the Merchant and Client arising from a Voluntary Refund — including any return of physical goods — are matters between the parties. Section 5.5 governs return of goods only following an Involuntary Refund.

A Client who has accepted a Voluntary Refund may not subsequently initiate a Dispute under Section 5 in connection with the same transaction.

The treatment of Voluntary Refunds and Involuntary Refunds for purposes of the rating system is addressed in Section 6.2.

5. Disputes and Resolution Process

During the Escrow Period, a Client may initiate a Dispute if they believe the Merchant has failed to fulfill the Agreement. To initiate a Dispute, the Client must:

Provide a clear explanation of the alleged failure to perform
Submit any supporting evidence, including photographs, messages, or other documentation
Act in good faith and provide truthful information

Disputes may only be initiated during the Escrow Period. Once the Escrow Period expires without a Dispute, the transaction is considered complete and final.

A Client may withdraw a Dispute at any time before the Company issues a determination under Section 5.3, through the mechanism made available in the App. Withdrawing a Dispute is final: it releases the funds held in escrow to the Merchant on the same basis as if the Dispute had never been initiated, and the Client may not reinitiate a Dispute in connection with the same transaction. A withdrawn Dispute is not a determination by the Company and does not constitute an Involuntary Refund or affect either party's rating eligibility under Section 6.2.

Upon receiving a Dispute, the Company will:

Notify the Merchant of the Dispute and provide details of the Client's claims
Request the Merchant to provide their response and any supporting evidence
Review all available evidence, including:
The signed Agreement and all its terms
Any images attached to the Agreement
Photographs taken during the digital signature process
User statements from both parties
Any communications between the parties
Delivery or performance evidence provided by either party
Any other relevant information

Merchant Response Deadline. The Merchant must submit a response to the Dispute, together with any supporting evidence, within three (3) days of the Company's notification under this Section. If the Merchant fails to submit a response within this three (3) day period, the Dispute will be automatically decided in the Client's favor, and the Company will authorize a full refund of the funds held in escrow to the Client, subject to the conditional return requirements of Section 5.5 where the Agreement involves physical goods that have been delivered to the Client.

Adjustment of Review Period. The Company may, at its option, adjust the three (3) day period described above by extending it by up to an additional thirty (30) days (whether to give the Merchant and Client additional time to resolve the matter between themselves or to give the Company additional time to complete its review and determination) or by reducing/advancing the release timestamp (for example, where a dispute is resolved early). A negative adjustment cannot reduce the lockup period below the original creation-time schedule. The Company is not obligated to grant an extension or adjustment and may decline to do so at its sole discretion. This Section is referred to as the "Arbitration Period" in the EULA.

The following structured discourse procedure supplements and controls the review process above where available in the App. Before Company review, the parties may participate in one bounded, transaction-scoped exchange: (1) the Client's opening claim, (2) the Merchant's response, (3) one Client rebuttal, and (4) one Merchant final reply. Each submission is timestamped, immutable, visible to both parties and the reviewer, and limited by the App's word and evidence-file limits. The App does not provide live or open-ended messaging. Content may be redacted or moderated for personal information, threats, or abusive material. At any point during the Escrow Period, the Merchant may issue a full refund to the Client under Section 4.5, which immediately resolves the transaction and closes the Dispute. The Client has no ability to propose a refund, and no refund is contingent on the other party's acceptance; the Company does not administer a bilateral settlement-proposal mechanism within this exchange. Apart from a Merchant-issued refund under Section 4.5 or a Client's withdrawal of the Dispute under Section 5.1, the exchange proceeds through its four submissions and then closes for Company review. The Merchant's first response deadline is the deadline displayed in the App, which is no fewer than three (3) days and may be up to five (5) days after filing under the applicable escrow timing rules. Each later party has three (3) days for its designated submission. Failure to submit a later optional statement waives that statement and closes the exchange for Company review; only a missed Merchant first response results in an automatic Client-favoring outcome. The Company may extend the escrow lockup as needed to preserve at least three (3) days remaining while the exchange or review is active.

Except where a Dispute is automatically decided in the Client's favor under Section 5.2 due to the Merchant's failure to respond within the applicable three (3) day deadline, after reviewing all evidence, the Company will make a determination regarding whether the Client should receive a refund. Refund determinations are binary: the Company will either authorize a full refund to the Client or deny the refund request and release the funds held in escrow to the Merchant. The Company does not authorize partial refunds. The Company may:

Authorize a full refund of the funds held in escrow to the Client
Deny the refund request and release the funds held in escrow to the Merchant
Request additional information from either party before making a determination

The Company's determination will be based on whether the Merchant substantially fulfilled their obligations under the Agreement, applying a preponderance-of-the-evidence standard. A refund will be authorized only where the Merchant has materially failed to perform — for example, by failing to deliver the goods or services entirely, by delivering goods or services that differ materially from the description in the Agreement, or by otherwise depriving the Client of the substantial benefit of the bargain. Minor shortfalls, immaterial deviations, or partial performance that nonetheless delivers the substantial benefit of the Agreement will not result in a refund.

Where the evidence submitted by both parties is genuinely in equipoise, such that the Company cannot determine by a preponderance of the evidence whether the Merchant substantially performed, the Company will resolve the determination in favor of the Client. This tie-breaker reflects two considerations: (i) ambiguity in an Agreement's description of goods or services is generally attributable to the Merchant, who controls the content of the listing and the evidence available to clarify it; and (ii) where the Agreement involves physical goods, a Client who prevails in a close case remains subject to the mandatory, Client-funded return obligation in Section 5.5 and to the Return Integrity Program in Section 5.8, so a wrongly-favored Client does not escape all consequence, whereas a Client wrongly denied a refund bears the full loss of the transaction with no corresponding recourse.

Where the Agreement involves physical goods that have been delivered to the Client, a determination in the Client's favor authorizes a refund only on a conditional basis. The Company will not instruct the Smart Contract to release funds to the Client, and no refund will be considered final, unless and until the Client has satisfied the mandatory return requirements set forth in Section 5.5. The Merchant is not required to request return of the goods for this condition to apply.

Patterns of under-delivery, customer dissatisfaction, or other conduct inconsistent with these Terms — even where individual transactions do not warrant refunds — may be addressed through means other than refunds, including but not limited to account warnings, suspension, or termination under Section 7.7, and any user reputation or feedback mechanisms made available through the App.

Where a determination does not involve the return of physical goods under Section 5.5, the Company will submit the appropriate instruction to the Smart Contract immediately upon making the determination, and the Smart Contract will execute the refund or payment release according to its programmed logic.

Where a determination involves the return of physical goods under Section 5.5, the funds subject to the determination will continue to be held pending the Client's compliance with Section 5.5. The Company will submit the release instruction to the Smart Contract only upon confirming that the Client has satisfied the return requirements of Section 5.5, or will submit an instruction releasing the funds to the Merchant if the Client fails to do so within the deadlines set forth in that Section.

The Company's role is limited to making determinations and providing instructions; the Smart Contract autonomously executes the financial transaction.

Where an Agreement involves physical goods that have been delivered to the Client, return of those goods to the Merchant is a mandatory condition of any Involuntary Refund. This return obligation applies automatically upon a determination in the Client's favor under Section 5.3; the Merchant is not required to request the return. The following provisions apply:

Mandatory Return. The Client must return the goods to the Merchant in order to receive the refund. No refund will be released to the Client, and no instruction to release funds will be submitted to the Smart Contract, until the Client has satisfied the requirements of this Section.
Deadline to Ship. The Client must ship the goods to the return address designated by the Merchant within fourteen (14) days of the Company's determination under Section 5.3.
Proof of Return Required. The Client must submit, through the App, a valid carrier tracking number demonstrating that the goods have been shipped to the Merchant's designated return address. The Company may require additional documentation, such as a drop-off receipt or photographs of the packaged item, where tracking information is incomplete, invalid, or unavailable. A refund will not be treated as satisfying this Section until valid proof of shipment has been submitted and accepted by the Company.
Cost of Return Shipping. The Client is solely responsible for the cost of return shipping, including postage, packaging, and any insurance the Client elects to obtain. The Company and the Merchant are not obligated to reimburse the Client for return shipping costs.
Risk of Loss in Transit. Risk of loss of or damage to the goods during return shipment remains with the Client until the Merchant confirms receipt. The Client is strongly encouraged to obtain shipping insurance and to retain proof of drop-off independent of the tracking number submitted through the App.
Release of Refund. Upon the Company's confirmation that valid tracking information has been submitted showing the goods were shipped to the Merchant's designated return address, the Company will instruct the Smart Contract to release the refund to the Client.
Failure to Return. If the Client fails to ship the goods and submit valid tracking information within the deadline set forth above, the Company's determination in the Client's favor is voided. No refund will be issued, and the funds held in escrow will instead be released to the Merchant.
Disputes Regarding Return. Disputes between the Client and Merchant regarding the condition of returned goods (for example, damage inconsistent with normal shipping) or compliance with this Section may be submitted to the Company for review, and the Company's determination on such matters is final to the same extent as determinations under Section 5.3. This bullet does not apply where the Merchant reports that the returned shipment was empty or contained a materially different item than the goods originally shipped; such reports are handled exclusively under Section 5.8 (Empty-Box and Wrong-Item Reports; Return Integrity Program) and do not reopen or reverse the refund itself.

This Section governs Involuntary Refunds only. Return of goods in connection with a Voluntary Refund under Section 4.5 remains a matter between the Merchant and Client and is not subject to this Section. The Company's confirmation of a return under this Section does not constitute the Company taking custody of, or assuming responsibility for, the physical goods.

The Company's dispute determinations are final and binding, except as may be required by applicable law. By using the Services, you agree to accept the Company's determinations in Disputes. You retain any legal rights you may have under applicable law to pursue claims outside the App through appropriate legal channels.

Users who abuse the dispute process, including by:

Filing false or fraudulent Disputes
Providing false evidence or testimony
Filing Disputes without legitimate basis
Using Disputes as a means to obtain goods or services without proper payment
Engaging in a pattern of returns under Section 5.5 in which the items received by Merchants are reported as empty, materially different from the goods originally delivered, or damaged beyond what is consistent with normal shipping — even where the individual refund associated with any such return is not reversed

may have their accounts suspended or terminated and may be liable for damages to the affected parties and the Company. Because Section 5.5 conditions release of a refund on proof of shipment rather than confirmed delivery or contents, the Company treats the pattern described above as a matter for account-level enforcement under this Section, separate from and without reopening any individual refund determination made under Section 5.3 or 5.5. Where the pattern consists of reports that a returned shipment was empty or contained a materially different item, the specific reporting procedure, thresholds, and consequences are set forth in Section 5.8, which governs that pattern in place of the general standard described above.

Where a Client returns goods to a Merchant under Section 5.5, the Merchant may report that the returned shipment was empty or contained an item materially different from the goods the Merchant originally shipped (an "Empty-Box/Wrong-Item Report" or "Report"), subject to the procedures and consequences set forth in this Section. This Section does not apply to reports that a returned item was damaged, used, or otherwise degraded without being empty or substituted; those situations remain governed by the "Disputes Regarding Return" provision of Section 5.5.

The Company recognizes that whether a specific returned package was, in fact, empty or contained a substituted item generally cannot be conclusively established after the fact through photographs, video, or other transaction-specific evidence. Accordingly, this Section does not require the Merchant to submit proof that a shipment was empty or substituted as a condition of filing a Report, and the Company does not adjudicate the truth of any individual Report on a transaction-by-transaction basis. Consistent with Section 5.7, the consequences described in this Section operate based on the Client's pattern of Reports across the platform, not on a determination that any single Report is true.

Filing a Report. A Report must be filed by the Merchant through the App as a discrete, timestamped submission. A rating, review comment, or informal message to the Client or the Company does not constitute a Report. A Report must be filed within three (3) days of the Merchant's confirmed receipt of the returned shipment; a Report filed after this window is not valid for purposes of this Section. Where the Company has access to carrier-reported weight or dimensional data for the return shipment, the Company may consider that data, together with any information the Merchant chooses to submit, as one factor informing the pattern review described below. Such data is a signal only and does not itself prove or disprove any individual Report.
Baseline Rating Restriction. As set forth in Section 6.2, where a transaction results in an Involuntary Refund and a return of goods under Section 5.5, the Merchant may not submit a rating for that transaction. This restriction may not be circumvented through a rating, review comment, or other means.
First Timely Report: Limited Exception and Warning. Where the Merchant files a timely Report, and it is the first Report on file against the Client's account within the rolling period described below, the rating restriction is lifted solely to permit the Merchant to submit a rating of exactly three (3) stars for that transaction — no more and no less. The Client's account is flagged with a Warning. The Company will notify the Client that a Report has been filed, provide the Client a reasonable opportunity to respond for the Company's internal records, and retain the Client's response, if any, together with the Report. A Warning does not, on its own, result in suspension or termination of the Client's account.
Second Timely Report: Account Removal. Where a second timely Report is filed against the same Client's account — whether by the same Merchant or a different Merchant — within a rolling twenty-four (24) month period measured from the first Report, the Client's account is subject to suspension or termination under Section 7.7. Reports are tracked at the level of the Client's account across all Merchants on the platform, not on a per-Merchant-relationship basis.
Appeal. A Client whose account is suspended or terminated under this Section may submit an appeal through the App. The Company will review the appeal and render a decision in its sole discretion, and that decision is final. The Company will maintain an internal record of the basis for its decision on any appeal under this Section.
Evidence in Legal Proceedings. Photographs and other records associated with the Agreement, the transaction, the return shipment, and any Report filed under this Section may be used as evidence by the Merchant, the Client, or the Company in a small claims or other legal proceeding relating to the transaction. The Company will retain such records for at least three (3) years following the transaction to which they relate, and a User may request copies of records associated with their own transactions by contacting the Company as described in Section 17.10.

This Section does not apply to Agreements for which the Escrow Period was set to zero (0) or to Voluntary Refunds under Section 4.5. Reports filed under this Section, and the consequences described in this Section, are separate from and do not reopen any refund determination made under Section 5.3 or 5.5, and operate alongside — and are the primary mechanism for triggering — the account-level enforcement described in Section 5.7.

6. User Ratings

The App provides a bidirectional rating system through which Users may rate one another following the completion of a transaction. After a transaction is finished, both the Merchant and the Client have the opportunity to rate the other party on an integer scale from one (1) to five (5) stars. A User's average rating across their prior rated transactions is displayed to other Users who may consider entering into Agreements with them. The Company may also display the total number of rated transactions and other aggregate information about a User's rating history at its discretion.

A User may submit a rating only:

After the transaction to which the rating relates has been completed, including the expiration or resolution of any applicable Escrow Period or Dispute
For the actual counterparty to that transaction
Once per transaction (each User may submit a single rating per counterparty per transaction)

A User may not submit a rating for a transaction in which they did not participate or otherwise attempt to submit ratings between Users who are not their counterparties. The Company may set additional reasonable conditions or time limits on the submission of ratings as implemented in the App from time to time.

Transactions Resulting in an Involuntary Refund. Notwithstanding the foregoing, where a transaction results in an Involuntary Refund (as defined in Section 4.5) authorized by the Company under Section 5.3, the Merchant may not submit a rating for that transaction, except as expressly permitted under Section 5.8 (Empty-Box and Wrong-Item Reports; Return Integrity Program). This restriction is enforced by the App itself, applies regardless of whether the Merchant agrees with the Company's determination, and may not be circumvented through a rating, review comment, or other means. The Company has determined that, because such transactions have already been adjudicated by the Company's binding determination process, additional negative rating activity by the Merchant would not meaningfully reflect the underlying transaction and could function as retaliation against the Client for prevailing in the Dispute. This restriction applies to the Merchant only; the Client remains free to submit a rating for the transaction in accordance with this Section.

Transactions in Which a Refund Was Denied. Where the Company denies a Client's refund request under Section 5.3, this Section does not restrict either party's ability to submit a rating for the transaction. The Client may submit a rating, including a rating reflecting dissatisfaction with the outcome, and the Merchant may submit a rating as it would for any other completed transaction, in each case subject to the standards in Section 6.3.

Voluntary Refunds. Voluntary Refunds (as defined in Section 4.5) do not affect rating eligibility. The parties to a transaction in which a Voluntary Refund has been provided may rate one another in accordance with this Section.

When submitting a rating, Users agree to:

Provide ratings that reflect their genuine, good-faith assessment of the counterparty's conduct in the transaction
Base ratings on the actual performance of the counterparty rather than on factors unrelated to the transaction
Not submit ratings that are knowingly false or misleading
Not engage in retaliatory rating, including but not limited to downrating a counterparty solely because that counterparty rated the User negatively, initiated a Dispute, or exercised any other right under these Terms
Not coordinate with others to inflate or deflate any User's average rating
Not solicit, accept, or offer payment, threats, or other inducements in exchange for ratings
Not condition the provision of goods, services, refunds, or any other performance under an Agreement on the receipt of a positive rating
Not create false, duplicate, or sham accounts to influence ratings
Not submit ratings in connection with sham or non-bona-fide transactions designed to manipulate the rating system

Users acknowledge that violations of this Section may, in addition to any other remedies available to the Company, result in removal of the offending rating, suspension or termination of the offending User's account under Section 7.7, and liability to other Users harmed by the violation.

A rating submitted by a Merchant pursuant to Section 5.8.3 is deemed to satisfy the good-faith and independent-assessment requirements of this Section notwithstanding that its value is fixed at three (3) stars by that Section rather than independently selected by the Merchant.

Ratings reflect the opinions of the Users who submit them and do not constitute statements, representations, or endorsements by the Company. The Company makes no representation or warranty regarding the accuracy of any individual rating or the suitability of any User as a counterparty. Users are responsible for exercising their own judgment when reviewing ratings and entering into Agreements.

The Company reserves the right, at its sole discretion, to:

Remove ratings that violate these Terms, including the standards set forth in Section 6.3
Investigate suspected manipulation, retaliation, or other abuse of the rating system
Withhold display of a User's average rating, or display ratings with a notation, where the Company determines that display would be misleading or that ratings have been materially affected by abuse under investigation
Modify, suspend, or discontinue the rating system, in whole or in part, with reasonable notice where practicable

The Company is not obligated to remove ratings merely because a User disagrees with the rating, and does not generally adjudicate the substantive accuracy of individual ratings. A User who believes a rating violates these Terms may report the rating through the App or by contacting the Company at the address provided in Section 17.10.

Ratings, once submitted, become part of the recipient User's rating record on the platform. Ratings are not removable at the discretion of either the rating User or the rated User, except as the Company may permit in connection with enforcement of these Terms. The Company may retain rating data and continue to display average ratings in accordance with these Terms and the Privacy Policy, including following account suspension, termination, or deletion as described in Section 7.

To the maximum extent permitted by applicable law, the Company shall not be liable for any harm, including reputational harm, lost business, or other damages, arising from ratings submitted by Users. Users who submit ratings are solely responsible for the content of their ratings and may be liable to other Users or to third parties for ratings that violate applicable law, including without limitation laws relating to defamation, tortious interference, or unfair competition.

7. Account Deletion and Outstanding Obligations

Users may delete their accounts at any time through the App's account settings. However, the right to delete an account is subject to the fulfillment of all outstanding obligations under these Terms.

Before an account may be deleted, the User must:

Fulfill all obligations under any active Agreements they have signed, whether as Merchant or Client
Complete all pending transactions
Resolve or cooperate in the resolution of any pending Disputes
Pay any outstanding fees or amounts owed to the Company or other Users

A Merchant may not delete their account until they have:

Delivered all goods or performed all services specified in every Agreement they signed as Merchant
Resolved all Disputes related to their transactions
Ensured that all Escrow Periods for their transactions have expired or been resolved

The Company may prevent account deletion or retain certain account information if the Merchant has unfulfilled obligations.

A Client may not delete their account until they have:

Paid for all goods and services specified in every Agreement they signed as Client
Completed all pending transactions for which they have payment obligations
Resolved all Disputes they have initiated

When a User requests account deletion:

The Company will verify that all obligations have been fulfilled
If obligations remain outstanding, the deletion request will be denied and the User will be notified of the outstanding obligations
Once all obligations are fulfilled, the account will be deleted according to the procedures specified in our Privacy Policy
Certain information may be retained as required by law or for legitimate business purposes

Upon account deletion:

The User loses access to the App and Services
Historical transaction records may be retained by the Company as necessary for legal, regulatory, or business purposes
The User remains liable for any obligations that arose prior to deletion
Any warranties, indemnifications, or limitations of liability in these Terms survive account deletion

The Company reserves the right to suspend or terminate any User's account for violation of these Terms or applicable laws. In such cases:

The User remains obligated to fulfill all outstanding obligations under signed Agreements
The User may be provided limited access to the App solely for purposes of fulfilling outstanding obligations
The Company may take appropriate actions to ensure other Users are protected from harm

8. Fees and Payment Terms

The Company may charge fees for use of the Services, including but not limited to transaction fees, subscription fees, or other charges. All applicable fees will be clearly disclosed in the App before you complete a transaction or commit to any paid services.

All cryptocurrency transactions are processed through Coinbase's infrastructure via API integration, as described in the EULA. You agree to pay all fees associated with your transactions, including any fees charged by Coinbase, network fees, or other third-party charges.

Service fees charged by the Company are generally non-refundable, except as required by applicable law or as expressly stated in these Terms. Refunds related to Disputes, as described in Section 5, pertain to the transaction amount between Users and do not include service fees unless otherwise determined by the Company.

You are responsible for determining and paying any applicable taxes associated with your use of the Services, including sales, use, value-added, or other taxes on your transactions. The Company does not provide tax advice, and you should consult with a tax professional regarding your obligations.

9. Prohibited Uses and Conduct

Users may not use the Services to buy, sell, or exchange:

Illegal goods, substances, or services
Stolen goods or property
Counterfeit or unauthorized goods
Weapons, explosives, or hazardous materials
Human trafficking services or exploitation
Regulated goods without proper licensing
Any goods or services that violate applicable laws or regulations

Users may not:

Create false or misleading Agreements
Engage in fraudulent transactions or misrepresent goods or services
Use the Services to launder money or finance illegal activities
Manipulate or abuse the dispute resolution process
Attempt to circumvent fees or payment obligations
Use automated tools or bots to create accounts or conduct transactions
Interfere with other Users' use of the Services
Reverse engineer, decompile, or attempt to extract the source code of the App
Violate the rights of other Users or third parties

Users who engage in prohibited uses or conduct may face:

Immediate account suspension or termination
Forfeiture of funds held in pending transactions
Referral to law enforcement authorities
Legal action by the Company or affected parties
Liability for damages caused by their conduct

10. Intellectual Property Rights

The App, Services, and all content, features, and functionality thereof are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the App and Services for your personal or business purposes. This license does not include any right to:

Modify, copy, or create derivative works of the App or Services
Reverse engineer or attempt to extract the source code
Sell, rent, lease, or otherwise commercialize the App or Services
Use the App or Services in any way that violates these Terms

Users retain ownership of any content they create or upload to the Services, including Agreement descriptions and images. By uploading content to the Services, you grant the Company a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display such content solely for purposes of providing and improving the Services.

If you provide feedback, suggestions, or ideas about the Services, you grant the Company an unrestricted, perpetual, irrevocable, royalty-free right to use such feedback for any purpose without compensation or attribution to you.

11. Disclaimers and Limitations of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT:

The Services will be uninterrupted, secure, or error-free
The results obtained from using the Services will be accurate or reliable
The quality of any goods, services, information, or other material obtained through the Services will meet your expectations
Any errors in the App will be corrected
The Smart Contract will operate without interruption or error
Transactions will be processed without delay or failure

THE COMPANY IS NOT LIABLE FOR ANY ACTS, OMISSIONS, OR FAILURES OF COINBASE, TELEGRAM, BLOCKCHAIN NETWORKS, OR ANY OTHER THIRD-PARTY SERVICE PROVIDERS OR MESSAGING PLATFORMS. USERS ACKNOWLEDGE THAT THEY ARE INDEPENDENTLY BOUND BY COINBASE'S TERMS OF SERVICE AND PRIVACY POLICY, AS WELL AS TELEGRAM'S TERMS OF SERVICE AND PRIVACY POLICY, WHICH GOVERN THEIR USE OF APPLICABLE THIRD-PARTY SERVICES ACCESSED THROUGH OR IN CONNECTION WITH OUR SERVICES.

THE COMPANY IS NOT A PARTY TO AGREEMENTS BETWEEN USERS. THE COMPANY DOES NOT GUARANTEE THE IDENTITY, LEGITIMACY, OR RELIABILITY OF ANY USER. THE COMPANY IS NOT RESPONSIBLE FOR:

The quality, safety, legality, or availability of goods or services offered by Merchants
The performance or non-performance of Users under their Agreements
Disputes between Users beyond the dispute resolution process described in these Terms
Loss or damage arising from transactions between Users

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, or business opportunities
Loss of data or cryptocurrency
Cost of substitute goods or services
Business interruption
Personal injury (except as required by applicable law)

arising out of or related to your use of or inability to use the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company has been advised of the possibility of such damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

Fifty dollars ($50.00); or
The total amount of fees you paid to the Company in the six (6) months preceding the event giving rise to the claim

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, and partners (collectively, the "Company Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

Your use or misuse of the Services
Your breach of these Terms or the EULA
Your violation of any applicable laws or regulations
Any Agreements you enter into as a Merchant or Client
Your failure to fulfill obligations under Agreements you have signed
Content you submit or upload to the Services
Your violation of any rights of another party, including intellectual property rights, privacy rights, or contractual rights
Any claims made by other Users based on your actions or omissions

The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with the Company in asserting any available defenses. You may not settle any claim without the Company's prior written consent.

13. Dispute Resolution and Arbitration

Before filing a claim against the Company, you agree to attempt to resolve the dispute informally by contacting us at contact@shakedefi.com. We will attempt to resolve the dispute informally by contacting you. If a dispute is not resolved within sixty (60) days of submission, you or the Company may bring a formal proceeding.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in California, United States, unless otherwise agreed by the parties
The arbitration shall be conducted by a single arbitrator
The arbitrator's decision shall be final and binding
Judgment on the award may be entered in any court having jurisdiction
Each party shall bear its own costs and fees, except as may be allocated by the arbitrator

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Notwithstanding the above, either party may bring a claim in small claims court if the claim qualifies. Additionally, either party may seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14. Governing Law and Jurisdiction

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Subject to the arbitration provisions in Section 13, you agree that any legal action or proceeding related to these Terms or the Services shall be brought exclusively in the federal or state courts located in California, and you consent to the personal jurisdiction of such courts.

15. Modifications to Terms

The Company reserves the right to modify, amend, or update these Terms at any time at its sole discretion. We will provide notice of material changes by:

Posting the updated Terms in the App with a new "Last Updated" date
Sending an email notification to your registered email address
Displaying a prominent notice in the App
Any other reasonable means of notification

Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Services and may delete your account (subject to fulfilling any outstanding obligations as described in Section 7).

For material changes that significantly affect your rights or obligations, we will provide at least thirty (30) days' notice before the changes take effect. During this period, you may choose to terminate your account and cease using the Services.

16. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in our Privacy Policy.

You acknowledge that transaction data, including Agreements, signatures, images, and dispute-related information, may be retained by the Company for legal, regulatory, and operational purposes, even after account deletion.

While we implement reasonable security measures to protect your information, you acknowledge that no system is completely secure. You are responsible for maintaining the security of your account credentials and device access.

17. General Provisions

These Terms, together with the EULA and Privacy Policy, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements, representations, and understandings, whether written or oral. In the event of any conflict or inconsistency between these Terms and the EULA, these Terms shall control.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by the Company. No waiver shall be deemed a further or continuing waiver of such term or any other term.

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without the prior written consent of the Company. The Company may freely assign, transfer, or delegate these Terms and its rights and obligations without restriction. Any attempted assignment in violation of this provision is void.

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and the Company. You have no authority to bind the Company or to make representations on behalf of the Company.

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto. No third party shall be deemed a beneficiary of these Terms.

The Company shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, blockchain network failures, or interruptions in third-party services.

All provisions of these Terms that by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, dispute resolution provisions, and general provisions.

These Terms are drafted in English. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

All notices to the Company under these Terms shall be sent to:

Shake Defi, Inc. Email: contact@shakedefi.com Address: 280 N. Market St, Unit 321, Brookfield, WI 53045

Notices to you may be sent to the email address or physical address associated with your account. You agree that electronic notices shall satisfy any legal communication requirements.

18. Contact Information

For questions about these Terms or the Services, please contact us at:

Shake Defi, Inc. Email: contact@shakedefi.com Address: 280 N. Market St, Unit 321, Brookfield, WI 53045

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS, TOGETHER WITH THE END USER LICENSE AGREEMENT AND PRIVACY POLICY, CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU AND SHAKE DEFI, INC. REGARDING YOUR USE OF THE SERVICES.

Looking for our End User License Agreement? Read it here.