Terms of Use

Last Revised: June 8, 2025

These Terms of Use (the “Terms”) govern your access to and use of services, including but not limited to Telegram bots, channels, groups, web and mobile applications, smart contracts, APIs, and any other services (collectively, the “Services”) provided by Proton AI Labs Inc. (“Proton AI”, the “Company”, “we”, or “us”) when accessed via computer or any other electronic device.

1. ACCEPTANCE OF AGREEMENT

THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE “USER”, “YOU” OR “YOUR”) AND PROTON AI. BY USING OR ACCESSING THE SERVICES IN ANY MANNER — INCLUDING, WITHOUT LIMITATION, BROWSING, REGISTERING AN ACCOUNT, CONNECTING A SOLANA WALLET, USING A TELEGRAM BOT, OR INTERACTING WITH ANY SMART CONTRACT — YOU AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

By agreeing to these Terms, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into contracts. THESE TERMS REQUIRE, WHERE PERMITTED, THAT DISPUTES BE RESOLVED THROUGH BINDING ARBITRATION RATHER THAN JURY TRIAL OR CLASS ACTION (SEE SECTION 13 / 12.4 FOR DETAILS).

2. AMENDMENTS

We may amend these Terms or our Privacy Policy from time to time. Material changes will be posted on the Services and, where appropriate, we will provide notice. Continued use of the Services after an amendment constitutes acceptance of the updated Terms. If you do not agree to the changes, stop using the Services and notify us at [e-mail].

3. DEFINITIONS AND INTERPRETATION

3.1 Defined Terms. Unless otherwise indicated:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

• “Applicable Law” means all applicable national, federal, state, provincial, and local laws, rules, and regulations.

• “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Company’s domicile.

• “Profile Information” means information you provide when registering, which may include wallet address, display name, email, username, or other contact data.

• “Wallet” means a Solana-compatible wallet (e.g., Phantom, Solflare) or other cryptographic wallet used to sign transactions and interact with smart contracts on Solana or other supported blockchains.

3.2 Interpretation. Headings are for convenience only. Singular includes plural and vice versa. “Including” means “including without limitation.”

4. THE SERVICE

4.1 Purpose. Proton AI provides an AI-powered trading platform and tools (including the Sniper BOT and automated trading features) that assist Users in discovering token launches, executing trades, and managing strategies primarily on the Solana network. The Services aggregate data, provide automated execution features, and make available interfaces (web, mobile, Telegram) and smart contracts to facilitate trading. The Service is provided for informational and execution purposes only and does not constitute financial, investment, tax, or legal advice.

4.2 No Warranty on Accuracy. We attempt to provide accurate and timely information but do not guarantee accuracy, completeness, or usefulness. Any reliance is at your own risk.

4.3 License to Use. Subject to these Terms, Proton AI grants you a revocable, non-exclusive, non-transferable license to access and use the Services for your personal, non-commercial use (unless expressly authorized).

4.4 Eligibility & Account Registration. To register for a Proton AI account and use the Services you must:

a. be an individual or entity with capacity to enter contracts;

b. be at least 18 years old (or the applicable age of majority);

c. if acting on behalf of an entity, be authorized to bind that entity;

d. not have been previously suspended or banned;

e. not be a “Restricted Person” or located in a jurisdiction where access would be unlawful; and

f. comply with the list of prohibited jurisdictions (see below).

Prohibited Countries (examples): Cuba, Iran, North Korea, Syria, and any jurisdiction subject to sanctions by the United States, United Kingdom, European Union, or United Nations. We may update this list at our discretion.

4.5 Account Responsibility. You are solely responsible for maintaining confidentiality of account credentials and control of your Wallet private keys. Proton AI cannot recover Wallet keys for you. You are responsible for all activity under your account.

4.6 Blockchain Transparency & Risk. Transactions executed via Proton AI are recorded on public blockchains (primarily Solana). Your public wallet addresses and transaction activity will be publicly visible on the relevant blockchain. Proton AI does not control blockchains, Wallet providers, or third-party services and is not liable for their acts or omissions.

4.7 Network Fees (Gas). Network fees, validators’ fees, or on-chain transaction costs are determined by the underlying blockchain and are outside our control. You acknowledge that these fees are non-refundable and that Proton AI cannot reverse or refund transactions because of network fee fluctuations.

4.8 License Restrictions & Prohibited Uses. You shall not: overload or harm the Services; attempt unauthorized access; use the Services for illegal purposes; impersonate Proton AI or others; perform DDoS attacks; scrape, copy, or reproduce content except as permitted.

4.9 Modification & Suspension. We may modify, suspend, or discontinue Services (or parts) at any time. We will not be liable for any changes, suspensions, or discontinuation.

4.10 No Ongoing Support Obligation. We are not obligated to provide ongoing support or maintenance, though we may offer support channels.

4.11 Account Suspension. Proton AI may suspend or terminate access for suspected illegal activity, fraud, or breaches of these Terms.

4.12 Affiliates. The Company may exercise rights through Affiliates, subcontractors, or agents. Claims related to acts of Affiliates shall be brought only against Proton AI.

5. PRIVACY

Your use of the Services is governed by our Privacy Policy, which is incorporated into these Terms. By using the Services you consent to Proton AI’s collection, use, and disclosure of personal information as described in the Privacy Policy. For Users in the EU, processing is conducted in accordance with GDPR where applicable.

6. THIRD-PARTY LINKS & APPLICATIONS

6.1 Third-Party Sites. Services may include links to third-party sites (e.g., explorers, marketplaces, social platforms). We do not control and are not responsible for these sites or their content.

6.2 Third-Party Applications. Use of third-party apps or integrations is at your own risk. Proton AI disclaims all warranties about third-party tools and is not liable for their actions.

6.3 Release. To the fullest extent permitted by law, you release Proton AI and its representatives from claims arising out of your use of third-party links or applications.

7. INTELLECTUAL PROPERTY

7.1 Company IP. Proton AI owns all rights to its platform, logos, designs, UI, code, data, and content (“Company Assets”). You obtain only the limited license described in Section 4.3. You may not copy, modify, publish, or distribute Company Assets except as expressly permitted.

7.2 Third-Party IP. Other trademarks and content belong to their owners and require permission for use.

7.3 Copyright (DMCA/Takedown). We respond to lawful copyright infringement notices. If you believe content infringes your copyright, follow the notice procedures described in our Copyright Policy.

8. INDEMNIFICATION

You agree to defend, indemnify and hold Proton AI and its officers, directors, employees, agents and affiliates harmless from any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from: your use of the Services; your violation of these Terms; your violation of any rights of a third party; or your breach of Applicable Law.

9. RISKS, DISCLAIMERS & USER ACKNOWLEDGMENTS

9.1 Cryptocurrency & Smart Contract Risks. You acknowledge the inherent risks of blockchain systems, smart contracts, and digital assets, including bugs, forks, network outages, and loss of funds.

9.2 No Responsibility for Blockchain Errors. Proton AI is not responsible for losses arising from blockchain behavior, forks, network congestion, or Wallet provider issues.

9.3 Platform Risk. The Platform may contain errors or inaccuracies. The Platform may be subject to cyber attacks or operational disruptions. You accept these risks.

9.4 No Price Representation. Proton AI makes no representations about the future or current value of any token. Token prices are volatile and may be affected by regulatory actions.

9.5 User Financial Responsibility. Trading digital assets carries significant risk. You are responsible for evaluating risks and obtaining independent financial, tax, or legal advice as needed.

9.6 Other Users’ Actions. Proton AI is not responsible for losses caused by other Users’ actions or violations.

9.7 Alpha Callers & Community Content. Content from community contributors, “Alpha Callers,” or other Users is not endorsed by Proton AI and should not be construed as investment advice. Such content is provided for informational or entertainment purposes only.

10. FEES, PAYOUTS & PLATFORM REVENUE SHARE (KEY PLATFORM CLAUSE)

10.1 Fee Philosophy. Proton AI operates a simple, performance-based fee model: the Platform takes only 20% of realized profit from profitable trades executed by Proton AI on behalf of the User. There are no other hidden platform commissions charged by Proton AI itself (see exceptions below for network fees).

10.2 What We Do NOT Charge. Proton AI does not charge per-buy or per-sell percent fees, deposit fees, withdrawal fees, or subscription fees as part of the platform revenue model. Network/validator/Gas fees and any on-chain costs borne by the underlying blockchain are not Proton AI fees and are collected by networks/validators.

10.3 How the 20% Performance Fee Works (Example).

• Example: You allocate 5 SOL to an automated trade. Proton AI’s trading results generate +1 SOL profit.

• Total after trade: 6 SOL.

• Proton AI performance fee: 20% of profit = 0.20 SOL.

• Your net: 5.8 SOL (initial 5 SOL + 0.8 SOL net profit).

10.4 Timing & Collection. Performance fees are calculated and collected only after a trade is closed and profit has been realized and settled. The method and timing of fee collection (on-chain or via platform accounting) will be disclosed in our platform UI and may involve smart-contract enforcement or off-chain accounting consistent with applicable law.

10.5 No Fee on Losses. If a trade results in a loss, Proton AI charges no performance fee for that trade.

10.6 Third-Party & Network Fees. You remain responsible for any blockchain transaction fees, network fees, exchange fees, or third-party charges. These are not retained by Proton AI unless explicitly displayed and consented to in the UI.

10.7 Right to Change Fees. Proton AI may modify fee structure with notice. Material changes will be posted and, when required by law, notified to Users.

11. LIMITATION OF LIABILITY & WARRANTY DISCLAIMER

11.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROTON AI AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE GREATER OF (A) DIRECT DAMAGES PROVEN BY YOU OR (B) $100 USD, EXCEPT WHERE APPLICABLE LAW PROVIDES OTHERWISE.

11.2 No Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. PROTON AI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11.3 Not Financial or Tax Advice. Proton AI is not a financial advisor or tax professional. Nothing on the Services constitutes investment, tax, or legal advice.

12. TERM, TERMINATION & GENERAL TERMS

12.1 Term & Termination. These Terms remain effective while you use the Services. We may suspend or terminate access for any reason, at our discretion.

12.2 Waiver. Failure to enforce a right is not a waiver.

12.3 Governing Law & Jurisdiction. These Terms are governed by the laws of British Virgin Islands. To the extent litigation is permitted by the Arbitration Agreement, you submit to the exclusive jurisdiction of courts located in the British Virgin Islands.

12.4 Dispute Resolution / Arbitration & Class Action Waiver. Except where prohibited by law, disputes will be resolved by binding individual arbitration; class or consolidated actions are waived. You have a right to opt out of arbitration within 30 days of first acceptance as described in the Arbitration Agreement published in Section 12.4 below (or Section 13 / Arbitration depending on format). Emergency injunctive relief may be sought in court where necessary.

12.5 Attorneys’ Fees & Costs. The substantially losing party in a dispute may be required to pay reasonable attorneys’ fees and costs.

12.6 Third-Party Beneficiaries. No third-party beneficiaries except as expressly stated.

12.7 Entire Agreement. These Terms and incorporated policies constitute the entire agreement.

12.8 Severability. Invalid provisions do not affect the remainder.

12.9 Assignment. You may not assign your rights without Company consent. Company may assign these Terms.

13. MISCELLANEOUS

13.1 Notices. Notices to Proton AI should be sent to [e-mail] or to the address published on the Services.

13.2 Contact. For questions about these Terms, email [e-mail]