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THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Terms and Conditions of Service

Effective Date: February 13, 2025 Last Updated: February 13, 2025

Magnolia Financial Services, Inc. (hereinafter “Magnolia”, “we”, or “us”) provides the website, https://magnolia.financial (the “Site”), our software, data, content, information, tools, functionality, updates, and similar materials delivered or provided by us (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service. ​ This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Effective Date” date above to see when this Agreement was last updated. ​

License

​ As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

Overview

The Service is designed to, among other things, provide our users the ability to buy, sell, exchange and store cryptoassets through our platform.

Accounts

In order to access certain aspects of the Service, you may be required to create an account (“Account”) with the Service. Before creating an Account, you must provide us with certain information sufficient for us to conduct necessary KYC/AML checks on you.

You agree that you will provide accurate and complete information to us in response to the information we request during the Account creation and verification process. Further, you agree that you will update the Account information you provide in order to maintain accurate Account information. You acknowledge and agree that you are responsible for all activity conducted through your Account.

You acknowledge and agree that your personal information may be disclosed to certain third-party agencies, such as financial crime agencies, and that these agencies may respond to Magnolia’s inquiries. Magnolia’s use of such information will be subject to the Privacy Policy.

For the purposes of this Agreement, if you are an employee, agent, or other representative of a company or an organization, “you”, “your”, and similar terms shall refer to such entity (as applicable) and you hereby represent that you are authorized to legally bind such entity to the terms of this Agreement. ​

Eligibility

​ You must be at least eighteen (18) years old (or the age of majority in your state of residence) to use the Service. By using the Service, you represent that you meet the applicable minimum age requirement.

Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time.

By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

Wallets and Digital Assets

As used in this Agreement, the following terms shall have the following meanings:

  • "Digital Assets" refers to Bitcoin..
  • "Cryptocurrencies" means Bitcoin and other cryptocurrencies that may be purchased, sold or sent to other verified Magnolia account holders through the Services.

Following the creation and validation of your Account, Magnolia will provide you with a digital wallet (your “Wallet”). The Wallet will allow you to hold, store, transfer, receive and manage Digital Assets and U.S. Dollars (together, the "User Assets"). Magnolia cannot transfer User Assets from your Wallet except as requested or instructed to do so through your Account or by law, a court order or a governmental authority.

Magnolia has the right, in its sole discretion, to determine the types of Digital Assets that may be made available to your Wallet or through the Services. Magnolia may add or remove any Digital Asset class from the Services at any time and for any reason and will seek to provide you with advance notice of the addition or removal of any Digital Assets, unless such notice is prohibited by law, governmental authority or other legal process. You should not attempt to use your Wallet to hold, store, transfer, receive or manage assets Magnolia does not support. Magnolia is not responsible for any delays or losses associated with any attempt to use unsupported assets with your Wallet.

You are the owner of the Cryptocurrencies stored in your Wallet. All User Assets held in your Wallet are custodial assets held by Magnolia for your benefit. In the event of Magnolia’s bankruptcy, you will be entitled to the return of Cryptocurrencies that are custodial assets held by Magnolia on your behalf, as reflected in Magnolia’s records.

Funding Transactions

You may load U.S. Dollars into your Wallet from a valid U.S. bank account you link to your Account. Your Account balance will not be updated until after the bank transfer has cleared, which may take several business days. Your bank account may be debited immediately following the initiation of the funding transaction. You authorize Magnolia to debit your bank account to add U.S. Dollars to your Wallet at your instruction, as provided through the Website. You understand that this authorization to access your bank account will remain in full force and effect until you revoke this authorization by terminating your Account.

Use of the Services

Limitations on the volume or value of your transactions may apply. You may view any applicable limitations through your Account. Magnolia may change applicable limitations at any time by posting the limitations to your Account and without any other notice to you. Magnolia may base its decision on confidential criteria and may be restricted by law, a court order or a governmental authority from disclosing certain information to you regarding such limits.

When you give us instructions to purchase, sell or transfer Digital Assets or to transfer U.S. Dollars in connection with any transaction, you cannot change, cancel or withdraw your authorization for Magnolia to complete that transaction. You cannot cancel, reverse, or change any transaction following your submission of the instructions to Magnolia.

Your transaction history will be reflected in your Account and accessible through the Website and/or by contacting us at [email protected]. Your transaction history will display the amount and currency of each transaction you conduct using your Wallet, any fees charged to you and the date of the transaction.

Important Notices

While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. ​ The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

YOU ACKNOWLEDGE THAT BUYING, SELLING, HOLDING OR STORING DIGITAL ASSETS INVOLVES RISKS. IT IS YOUR RESPONSIBILITY TO LEARN ABOUT THE RISKS ASSOCIATED WITH DIGITAL ASSETS, INCLUDING WITH CERTAIN DIGITAL ASSET PROTOCOLS. THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (I) DIGITAL ASSET TRANSACTIONS MAY NOT BE REVERSIBLE, AND LOSSES YOU EXPERIENCE DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE; (II) DIGITAL ASSETS ARE NOT LEGAL TENDER AND ARE NOT BACKED BY A GOVERNMENT OR CENTRAL BANK; (III) DIGITAL ASSETS ARE NOT SUBJECT TO ANY PROTECTIONS OR ANY INSURANCE PROVIDED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION; (IV) LEGAL AND REGULATORY CHANGES AT THE INTERNATIONAL, FEDERAL, STATE AND/OR LOCAL LEVEL MAY ADVERSELY IMPACT THE USE, TRANSFER, EXCHANGE AND VALUE OF DIGITAL ASSETS; (V) BLOCKCHAINS ARE MAINTAINED BY UNIDENTIFIED PRIVATE COMPUTER NETWORKS AND YOU ARE RESPONSIBLE FOR UNDERSTANDING AND ACCEPTING THE RISKS ASSOCIATED WITH THE BLOCKCHAIN; (VI) SOME CRYPTOCURRENCY TRANSACTIONS SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CUSTOMER INITIATES A TRANSACTION WITH MAGNOLIA; (VII) HACKERS TARGET DIGITAL ASSETS, AND HACKING CAN OCCUR DESPITE STRONG SECURITY MEASURES, ESPECIALLY AS THE NATURE OF DIGITAL ASSETS MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBERATTACK; (VIII) YOUR DIGITAL ASSETS MAY BE STOLEN AND IRRETRIEVABLE; (IX) DIGITAL ASSET VALUES MAY FLUCTUATE SUBSTANTIALLY RELATIVE TO FIAT CURRENCY, AND THIS COULD RESULT IN A TOTAL LOSS OR OTHER SIGNIFICANT LOSS OF THE VALUE OF THE DIGITAL ASSETS HELD IN YOUR WALLET, EVEN OVER A SHORT PERIOD OF TIME; (X) THE VALUE OF DIGITAL ASSETS MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY FOR SUCH DIGITAL ASSETS, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR DIGITAL ASSET SHOULD THE MARKET FOR THAT DIGITAL ASSET DISAPPEAR; (XI) THERE IS NO ASSURANCE THAT A BUSINESS WHICH ACCEPTS CERTAIN DIGITAL ASSETS AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE; (XII) THE NATURE OF DIGITAL ASSETS MEANS THAT TECHNOLOGICAL DIFFICULTIES MAY PREVENT THE ACCESS OR USE OF A CUSTOMER’S DIGITAL ASSETS; AND (XIII) ANY INSURANCE, BONDS, OR TRUST ACCOUNTS HELD BY MAGNOLIA MAY NOT BE SUFFICIENT TO COVER ALL OF THE LOSSES YOU INCUR IN USING DIGITAL ASSETS. ​ MAGNOLIA DOES NOT PROVIDE FINANCIAL, INVESTMENT, TRADING, TAX, OR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. YOU SHOULD CONSULT YOUR FINANCIAL ADVISER, LEGAL OR TAX PROFESSIONAL REGARDING YOUR SPECIFIC SITUATION.

Taxes

Your transactions do not include any taxes, levies, duties or similar governmental assessments of any nature, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for determining whether any Taxes may apply to the transactions you complete using the Services, and it is your responsibility to report and remit the relevant Taxes to the appropriate taxing authorities. You agree that Magnolia is not responsible for determining whether any Taxes apply, or the amount of any Taxes that may apply, to transactions you complete using the Services.

Account Closure and Service Cancellation

YOU MAY CLOSE YOUR ACCOUNT AT ANY TIME by sending an email to [email protected].

Prior to closing your Account, you must sell or transfer any and all Cryptocurrency you hold in your Wallet. Any incomplete transactions or transfers must be completed or canceled, and you must transfer any U.S. Dollars from your Account before closing it. In certain cases, you may not close your Account, including:

  • To evade an investigation.
    • If you have a pending transaction or an open dispute or claim.
    • If you owe amounts to us.
    • If your Account is subject to a hold, limitation or reserve.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct. ​ You represent and warrant:

  • that the information that you have provided on the Service is complete, accurate, and true, and you agree to update it as necessary;
  • you, and if applicable the business or entity that you represent on the Service, are/is licensed and qualified to post, upload, communicate with us about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on, the Service, as required by applicable law, regulation, and best industry standards; and
  • you, and if applicable the business or entity that you represent on the Service, are/is not a competitor of ours.

  You agree that you will not violate any applicable law or regulation in connection with your use of the Service. 

You are solely responsible for any and all of the actions you take, or decisions that you make, relating to or arising from your use of the Service.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submission”) or any graphics, text, information, data, designs, instructions and/or schematics, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that: ​

  • is unlawful or unethical, or that encourages another to engage in anything unlawful or unethical;
  • contains a virus or any other similar programs or software which may damage the operation of our or another’s computer(s);
  • violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
  • is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

  You must keep your username and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account or profile by others. ​ You further agree that you will not do any of the following: ​

  • engage in activity that:
    • violates any law, statute, regulation, or rule
    • violates regulations of the United States Department of the Treasury’s Office of Foreign Asset Control (OFAC)
    • facilitates financial crimes, such as fraud, bribery, corruption, trafficking of personal information or credentials, conversion of stolen funds or digital assets, pyramid schemes, Ponzi schemes, scams, ransomware, etc.
  • modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service; 
  • interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
  • transmit to or make available in connection with the Service any denial-of-service attack, virus, worm, Trojan horse or other harmful code or activity;
  • attempt to probe, scan or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization; 
  • take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; 
  • harvest or collect the email address, contact information, or any other personal information of other users of the Service; 
  • use any means to crawl, scrape or collect content from the Service via automated or large group means;
  • submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
  • breach, through the Service, any agreements that you enter, or have entered, into with any third parties;
  • stalk, harass, injure, or harm yourself or another individual, or attempt to do any of the foregoing, through the Service;
  • direct or encourage another user or individual, through the Service, to do something that is unsafe, or that a similarly situated, reasonable person wouldn’t have an expectation of safety; or
  • impersonate any other person or business.

  You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service. ​ We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, restricting your ability to upload Submissions or Content, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available to Us

You are under no obligation to submit anything to us or through use of the Service, and unless otherwise noted, we will not claim ownership of any Submissions or Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce, create derivative works, and otherwise use the Submissions or Content that you make available to us, if any. Therefore, if you choose to submit any Submissions or Content through or on the Service, or otherwise make available any Submissions or Content through the Service, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable through multiple tiers, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Submissions or Content, including without limitation distributing part or all of the Submissions or Content in any media format through any media channels. ​ By submitting any Submissions or Content to us you hereby agree, warrant and represent that: (a) the Submissions and Content do not contain proprietary or confidential information, and the provision of the Submissions and Content is not a violation of any third party’s rights; (b) all such Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Submissions, or Content; (d) we shall be entitled to use or disclose the Content or Submissions in any way, to the maximum extent permissible under applicable law; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content, or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Content Shared Through the Service

You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through, or downloading information from, the Service, you may be revealing information about yourself, the entity that you represent, or your business that may include financial, credit, or similar information, including with other users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Our Intellectual Property

​ Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the Service, and all enhancements, updates, upgrades, corrections and modifications thereto, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

​ You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time, with or without notice. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. Magnolia may also suspend, freeze, delay, decline or reverse any transaction you conduct through the Services for any reason, including suspected illegal activity, suspected fraud, or an erroneous transaction. All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense, and indemnification obligations survive any termination of this Agreement.

Links and Third-Party Content

The Service may contain links to third-party websites, services, and materials. Such links are provided for informational purposes only, and we do not endorse any third-party website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties, including users other than you. We do not endorse any third party, or third-party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

Disclaimers and Limitation on Liability

EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE, AND THE CONTENT THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, ALONG WITH OUR PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

​FURTHER, OPINIONS, ADVICE, STATEMENTS, SUBMISSIONS, CONTENT, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY PROVIDED BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL CODE OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, OR THE ACTIONS YOU TAKE BASED ON THE SERVICE, OR THE DATA OR THE CONTENT THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ​ Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of our parent entities, subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service (b) your use of the Service or any Content therein, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.

Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and Magnolia shall have one (1) arbitrator. ​ To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address:

Magnolia Financial Services, Inc., 999 Peachtree St NE Suite 300 Atlanta, GA 30309 United States.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in Wilmington, Delaware. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Magnolia agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Magnolia agree that each have waived any right to a jury trial. ​ Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or to collect unpaid amounts. ​ To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in Wilmington, Delaware. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN DELAWARE.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. ​ Revisions. In the event that we update this Agreement, you will be notified through the Service, or other reasonable manner, and may be required to re-affirm the updated Agreement using the method we will specify. ​ No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service. ​ Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void. ​ Electronic Signatures. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations. ​ No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. ​ Notices. All notices given by you or required under this Agreement shall be in writing and addressed to:

Magnolia Financial Services, Inc., 999 Peachtree St NE Suite 300 Atlanta, GA 30309 United States. ​ Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. ​ Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written. ​​ Copyright © Magnolia Financial Services, Inc. All rights reserved. The Service is our property, and is protected by United States and international copyright, trademark, and other applicable laws. This includes the content, appearance, and design of the Service, as well as the trademarks, product names, graphics, logos, service names, slogans, colors, and designs.

Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following: ​

  • A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed;
  • Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
  • Information reasonably sufficient to permit us to contact you;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you receive a notification from us that content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to our copyright agent, and include substantially the following information:

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that the you will accept service of process from the person who provided notification under this DMCA Policy above or an agent of such person.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent: ​ Copyright Agent Magnolia Financial Services, Inc. 999 Peachtree St NE Suite 300 Atlanta, GA 30309 United States.

E-mail: [email protected]  

Complaint Policy (Including Trademark and Privacy)

​ If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to [email protected] containing the following information: ​

  • Your name, physical address, e-mail address and phone number;
  • A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
  • Identification of the location of the material on the Service;
  • If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
  • If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
  • A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
  • Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party. ​ All notices given by you or required under this Agreement shall be in writing and addressed to:

Magnolia Financial Services, Inc., 999 Peachtree St NE Suite 300 Atlanta, GA 30309 United States.,

or sent via email to [email protected].