Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Saguaro Money, Inc., operating as Coalesce Finance ("Coalesce," "we," "our," or "us") governing your access to and use of the Coalesce platform, including our website at coalescefi.com, mobile applications, smart contracts, APIs, and all related services (collectively, the "Platform").

By accessing or using the Platform, connecting a wallet, or executing any transaction through our smart contracts, you:

• Accept and agree to be bound by these Terms
• Represent that you have the legal capacity to enter into these Terms
• Acknowledge that you have read and understood our Privacy Policy
• Accept all risks associated with DeFi lending and blockchain transactions

If you do not agree to these Terms, do not access or use the Platform.

2. Eligibility

To use the Platform, you must meet the following eligibility requirements:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction)
• Have the legal capacity to enter into binding contracts
• Not be a resident of, or located in, any jurisdiction where the Platform is prohibited
• Not be subject to economic sanctions or designated on any prohibited or restricted party list
• Complete identity verification (KYC/KYB) if required for your use case or transaction volume

2.1 Restricted Jurisdictions

The Platform is not available to users located in, established in, or residents of jurisdictions subject to applicable comprehensive or broad geographic sanctions restrictions, or other jurisdictions we restrict under applicable law or policy, including as of the Effective Date:

3. Platform Description

Coalesce provides non-custodial software and a user interface that enable lenders (liquidity providers, or "LPs") and business borrowers to enter into and administer loans directly with one another on the Solana blockchain. Coalesce is solely a technology provider. Key platform functions include:

• LPs deposit USDC into lending vaults to fund loans and earn interest
• Borrowers (businesses) are onboarded and Know Your Business (KYB) verified by Coalesce and/or independent third parties (such as Channel Partners), and may provide credit-related information from third-party data sources. Coalesce does not perform underwriting and does not assess or verify borrower creditworthiness
• Smart contracts manage vault operations, loan disbursement, and repayment
• LP wallet addresses are screened for sanctions exposure via an on-chain blacklist mechanism and/or off-chain screening services; no KYC is required for LPs

3.1 Smart Contract Operations

Lending operations are executed through smart contracts deployed on the Solana blockchain, which may from time to time undergo third-party security audits. These contracts operate autonomously according to their programmed logic. Coalesce provides the interface to interact with these contracts but does not have custody of user funds.

3.2 Coalesce Is Solely a Technology Provider

In its capacity as operator of the Platform, Coalesce acts solely as a provider of software and technology. With respect to loans between users, Coalesce is not a broker, dealer, money transmitter, investment adviser, credit-rating agency, fiduciary, or agent of any user, and is not a party to any such loan. In particular, Coalesce does not:

• underwrite or guarantee any loan, or assume any borrower's repayment obligation;
• evaluate, verify, score, endorse, or make any representation to lenders about the creditworthiness, financial condition, or repayment ability of any borrower;
• take custody of, or control, any user's funds or digital assets; or
• insure, backstop, repurchase, or provide any first-loss or other protection against borrower default.

Each loan is a direct credit relationship between the participating lender and the borrower. KYB and identity verification may be performed by Coalesce and/or one or more independent third parties (such as Channel Partners). Coalesce does not, however, underwrite loans or assess, verify, score, or endorse the creditworthiness of any borrower. Any borrower information made available through the Platform is informational only and does not constitute a Coalesce credit assessment, recommendation, or endorsement. Lenders are solely responsible for conducting their own due diligence and bear all credit risk.

Coalesce or its affiliates may, from time to time, participate on the Platform as a lender (LP) on the same terms available to other lenders. When doing so, Coalesce acts in its individual capacity as a lender and not as operator of the Platform, and the disclaimers in this Section regarding Coalesce's role as a technology provider continue to apply to its operation of the Platform.

4. Risk Disclosures

Using the Platform involves significant risks. By using Coalesce, you acknowledge and accept the following risks:

5. User Obligations

5.1 All Users

By using the Platform, you agree to:

• Provide accurate, current, and complete information during registration and verification
• Maintain the security of your wallet and private keys
• Promptly update any changes to your information
• Comply with all applicable laws and regulations in your jurisdiction
• Not use the Platform for any illegal or unauthorized purpose
• Accept full responsibility for all activities conducted through your wallet
• Conduct your own research before making any financial decisions
• Monitor your positions and manage your own risk exposure

5.2 LP Obligations

As a liquidity provider (LP), you additionally agree to:

• Understand and accept the risk of borrower default, including partial or total loss of deposited capital
• Review vault terms, borrower profiles, and lending parameters before depositing
• Monitor your vault positions and manage concentration risk
• Acknowledge that LP access is permissionless and does not include individual vetting of other LPs in the same vault

5.3 Borrower Obligations

As a borrower, you additionally agree to:

• Complete Know Your Business (KYB) verification before accessing loans
• Provide accurate and complete business and business-credit information during the KYB and verification process
• Make timely loan repayments in accordance with the agreed loan terms
• Notify your lenders (and, where applicable, the relevant Channel Partner) of any material changes to your business financial condition that may affect your ability to repay

6. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

6.1 Financial Crimes

• Money laundering or terrorist financing
• Sanctions evasion or transactions with sanctioned entities
• Fraud, including loan fraud or identity fraud
• Market manipulation or wash trading
• Use of funds derived from illegal activities

6.2 Platform Abuse

• Attempting to exploit bugs or vulnerabilities in smart contracts
• Interfering with or disrupting Platform operations
• Using bots or automated systems that could harm the Platform
• Circumventing access controls or rate limits
• Creating multiple accounts to evade restrictions

6.3 Deceptive Practices

• Providing false or misleading information
• Impersonating another person or entity
• Misrepresenting your affiliation with Coalesce
• Engaging in phishing or social engineering attacks

7. KYC/KYB/AML Compliance

Coalesce maintains a comprehensive compliance program tailored to the platform's unsecured (peer-to-business) lending model. Verification requirements differ by user role:

7.1 Borrower Verification

All borrowers must complete Know Your Business (KYB) verification before accessing loans. KYB verification may be performed by Coalesce and/or one or more independent third parties (such as Channel Partners), and includes providing business registration documents and ownership information. Coalesce does not underwrite borrowers or make creditworthiness determinations; access controls on the Platform reflect KYB and sanctions-screening outcomes rather than any credit judgment about a borrower.

7.2 LP Screening

LP access is permissionless — no KYC is required to deposit into lending vaults. However, LP wallet addresses are screened for sanctions exposure using an on-chain blacklist mechanism and/or off-chain sanctions-screening services. Wallet addresses identified as sanctioned or otherwise blocked may be prevented from interacting with the Platform.

7.3 Our Rights

Coalesce reserves the right to:

• Require additional identity verification at any time
• Request additional documentation to verify identity or source of funds
• Conduct ongoing monitoring of account activities
• Suspend or terminate accounts that fail verification
• Report suspicious activities to relevant authorities
• Suspend or restrict Platform access or smart-contract interactions where technically and legally available

7.4 Transaction Monitoring

We monitor transactions for potential violations of our policies and applicable laws. This includes:

• Screening wallet addresses against sanctions lists
• Analyzing transaction patterns for suspicious activity
• Reviewing high-value or unusual transactions
• Implementing transaction limits based on verification level

8. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to:

• The Coalesce name, logo, and branding
• Website design and user interface
• Text, graphics, images, and audio content
• Software, code, and smart contracts (except open-source components)
• Documentation and educational materials

are the exclusive property of Coalesce or its licensors and are protected by copyright, trademark, and other intellectual property laws.

8.1 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purposes. This license does not include the right to:

• Copy, modify, or distribute Platform content without permission
• Use our trademarks without written authorization
• Reverse engineer or decompile our software
• Create derivative works based on the Platform

9. Disclaimers

10. Limitation of Liability

11. Indemnification

You agree to indemnify, defend, and hold harmless Coalesce and its officers, directors, employees, agents, licensors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or inability to use the Platform
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights
• Any content you submit or transmit through the Platform
• Your negligent or wrongful conduct

12. Termination

12.1 Termination by You

You may stop using the Platform at any time. Note that any outstanding obligations, including loan repayments, will survive termination.

12.2 Termination by Coalesce

We reserve the right to suspend or terminate your access to the Platform, without prior notice, for any reason, including but not limited to:

• Violation of these Terms
• Failure to complete or pass KYC/KYB/AML verification
• Suspected fraudulent or illegal activity
• Request by law enforcement or government agencies
• Unexpected technical or security issues
• Extended period of inactivity

12.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal dispute, you agree to first contact us at legal@coalescefi.com to attempt to resolve the dispute informally within thirty (30) days.

13.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform shall be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration shall be conducted in English and held in the State of Delaware, United States, or remotely via video conference.

Small Claims Exception: Notwithstanding the above, either party may bring an individual action in small claims court for disputes that qualify under the applicable court's jurisdictional limits, as an alternative to JAMS arbitration.

13.3 Class Action Waiver

13.4 Waiver of Jury Trial

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding that cannot be resolved through arbitration shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

15. Modifications to Terms

Coalesce reserves the right to modify these Terms at any time. When we make changes:

• We will update the "Last Updated" date at the top of these Terms
• For material changes, we will provide notice via email or prominent Platform announcement
• Continued use of the Platform after changes constitutes acceptance of the new Terms

We encourage you to review these Terms periodically. If you disagree with any changes, you must stop using the Platform.

16. Contact Information

If you have questions about these Terms of Service, please contact us: