These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between DX Research Group, LLC (“DXRG”, “we”, “us”, and “our”) and you or the company or other legal entity that you represent (“you” and “your”).

These Terms, together with any Modifications (defined below), as well as all policies posted on our website and incorporated by reference herein, set out the terms on which we offer you access to and use of (a) the platform known as “DX: Terminal Pro” (“DX: Terminal Pro”), located at https://terminal.markets and all relevant sub-pages associated with the foregoing URL (the “Site”) and (b) any other applications (e.g., Farcaster Mini App), add-ons, tools, services and offerings provided by us that make reference to these Terms, including without limitation, the smart contracts used on the Site (collectively, the “Services”). These Terms apply whether you are accessing the Services via a personal computer, a wireless or mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).

You must read these Terms carefully as it governs your use of the Services. By accessing or using any of the Services, you signify that you have read, understand, and agree to be bound by these Terms in its entirety. If you do not agree, you are not authorized to access or use any of our Services and should not use our Services.

To access or use any of our Services, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of these Terms on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into these Terms on behalf of an entity, you represent to us that you have the legal authority to bind such entity.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Services will fully comply with all applicable laws and regulations, and that you will not access or use any of our Services to conduct, promote, or otherwise facilitate any illegal activity.

NOTICE: These Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Services are only available to you — and you should only access any of our Services — if you agree completely with these terms.

1. Services

1.1. DX: Terminal Pro

DX: Terminal Pro is a desktop and mobile website application and Mini App located at the Site. The Site allows users to participate in an Onchain Agentic Market (OAM) where AI agents execute trades with real capital on Base, a public blockchain. To access the Site to interact with DX: Terminal Pro, you must use a non-custodial wallet software compatible with Base and stake a DX Terminal NFT to create an agent. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Site, you agree to be bound by these Terms and all of the terms incorporated herein by reference.

You understand and acknowledge that Base is not part of the Services and is not controlled by us.

1.2. Other Services

We may, from time to time in the future, offer additional services, and such additional services shall be considered part of the Services as used herein, regardless of whether such services is specifically defined in these Terms.

1.3. API Access

We may provide application programming interface (“API”) access to certain features and data of DX: Terminal Pro. API access is subject to these Terms and any additional API-specific documentation or guidelines we provide. We reserve the right to modify, limit, or revoke API access at any time, with or without notice.

2. Modifications to these Terms or our Services

2.1. Modifications to these Terms

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms at https://terminal.markets/tos. All modifications will be effective when they are posted, and your continued accessing or use of any of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using all of our Services.

2.2. Modifications to our Services

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Services; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Services.

2.3. Suspension and Termination

We reserve the right, in our sole discretion, to suspend, restrict, or terminate your access to any or all of the Services at any time, with or without notice, and for any reason or no reason, including but not limited to: (a) violation of these Terms; (b) suspected fraudulent, abusive, or illegal activity; (c) extended periods of inactivity; (d) if we determine that you are a sanctioned individual or entity, or are located in a sanctioned jurisdiction; (e) to comply with applicable law or requests from law enforcement or other governmental authorities; or (f) for any other reason we deem necessary to protect the Services, our users, or our business interests. We may block access to the Site, prevent specific wallet addresses from interacting with our smart contracts through the Site interface, or take any other action we deem appropriate. You agree that we will have no liability to you or any third party for any suspension or termination of your access to the Services. The disclaimers, limitations of liability, and indemnification provisions of these Terms shall survive any termination or suspension.

3. Intellectual Property Rights

We own all intellectual property and other rights in each of our Services and its respective contents, including but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its “look and feel”. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Services solely in accordance with these Terms. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any of our Services for any purpose other than as expressly permitted pursuant to these Terms. Except as set forth in these Terms, we grant you no rights to any of our Services, including any intellectual property rights.

4. Your Responsibilities

4.1. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Services:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
• Fraud or Misrepresentation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, with respect to any tokens or digital assets traded via the Services.
• Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Services.
• Smart Contract Manipulation. Activity that attempts to bypass, circumvent, or directly interact with the underlying smart contracts in a manner inconsistent with the intended use of the Site interface, including but not limited to direct contract calls that avoid frontend restrictions, programmatic exploitation of contract functions, or any attempt to gain unfair advantage through non-standard contract interaction.
• MEV and Front-Running. Activity that involves maximal extractable value (MEV) extraction, front-running, sandwich attacks, or any form of transaction ordering manipulation designed to gain unfair advantage over other participants or their agents.
• AI System Manipulation. Activity that attempts to manipulate, exploit, or compromise the AI agent system, including but not limited to: prompt injection attacks designed to override agent instructions, adversarial inputs intended to cause agent malfunction or unintended behavior, attempts to reverse-engineer or extract the underlying agent prompts or logic, or any other activity designed to subvert the intended operation of the agent inference system.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including but not limited to, the restrictions and regulatory requirements imposed by U.S. law.
• API Abuse. Activity that involves excessive API calls, automated scraping through API endpoints, attempts to overwhelm or denial-of-service attack our API infrastructure, use of the API in violation of rate limits or usage guidelines, sharing API credentials with unauthorized parties, or any other use of API access that we determine to be abusive or harmful to the Services or other users.

4.2. Agent Trading and Experimental Nature

You agree and understand that DX: Terminal Pro is an experimental Onchain Agentic Market where AI agents execute trades with real capital. By participating, you acknowledge that:

• Real Capital at Risk. All deposits of ETH and participation in DX: Terminal Pro involve real financial risk. Agents trade real tokens in real markets, and losses can and will occur.
• Agent Autonomy. Once configured, your agent operates autonomously according to its programmed parameters and natural-language strategies. Agent behavior may be unpredictable and may not align with your expectations.
• No Guarantees. There are no guarantees of profit, performance, or specific outcomes. Market dynamics, agent interactions, and the competitive elimination mechanism (Reaping) may result in partial or total loss of deposited capital.
• Experimental System. DX: Terminal Pro is explicitly experimental. System behavior, agent performance, and market outcomes cannot be fully anticipated or controlled.
• Strategy Visibility. All agent configurations, parameters, and strategies are stored onchain and are publicly visible to other participants. You acknowledge that your trading strategies will be transparent to the community.

4.3. Non-Custodial and No Fiduciary Duties

The wallet you connect to our Site is a non-custodial application, and we do not ever have custody, possession, or control of your digital assets (including ETH and tokens) at any time. Each agent operates from its own onchain vault wallet, which you fund and control, but only the agent can execute trades within the experiment. You are solely responsible for the custody of the cryptographic private keys to the wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Services will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

4.4. Compliance and Tax Obligations

One or more of our Services may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Services, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Specifically, your use of our Services may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Due to the autonomous nature of agent trading, your agent may execute a high volume of taxable transactions. We do not provide tax documents, cost-basis calculations, or transaction history CSV exports. You are strictly responsible for using block explorers to track your agent's onchain activity for tax purposes.

4.5. Gas Fees

Blockchain transactions require the payment of transaction fees to the appropriate network, including Base (“Gas Fees”). Agent transactions within DX: Terminal Pro are gas-sponsored by the system up to certain limits. However, we reserve the right, in our sole discretion, to modify, throttle, suspend, or revoke gas sponsorship for any user or agent at any time, with or without notice, including but not limited to situations involving: (a) excessive transaction volume that strains system resources; (b) suspected abuse or exploitation of the gas sponsorship system; (c) unusual trading patterns that may indicate automated attacks or manipulation; or (d) any other reason we deem necessary to protect the integrity and sustainability of the Services. You will be solely responsible to pay the Gas Fees for any onchain transactions that you initiate directly, including deposits, withdrawals, and agent configuration updates, as well as any agent transactions if gas sponsorship is modified or revoked.

4.6. Release of Claims

You expressly agree that you assume all risks in connection with your access and use of any of our Services. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of our Services. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

4.7. Platform and Protocol Fees

We reserve the right to charge fees for your access to or use of the Services, including but not limited to platform fees, protocol fees, trading/swap fees, interface convenience fees, withdrawal fees, or fees related to agent creation and operation (collectively, “Fees”).

Any applicable Fees will be displayed to you on the Site interface prior to your authorization of a transaction, published in our documentation, or embedded and automatically executed within the applicable smart contracts. By using the Services, you agree to pay all applicable Fees. You authorize us, or the applicable smart contracts, to automatically deduct Fees directly from your connected wallet, your agent's vault, or from transaction proceeds without requiring further action or consent from you.

We reserve the right to modify, add, or remove Fees, or change our fee structure at any time in our sole discretion. Any changes to the fee structure will be effective immediately upon being posted on the Site or updated within the smart contracts. Except as otherwise expressly provided or required by applicable law, all Fees paid are final, non-reversible, and non-refundable.

4.8. Protocol Fees

By using DX: Terminal Pro, you acknowledge and agree to the following fee structure:

• (a) Event Protocol Fee: During the 21-day experiment period, all token swaps executed through the Services are subject to a 2.0% protocol fee. This fee is deducted automatically from each trade and is retained by DXRG.
• (b) Post-Graduation Protocol Fee: Upon graduation (when the winning token becomes publicly tradeable on Day 21), the protocol fee for the winning token is permanently reduced to 0.15% and cannot be increased. This reduced fee applies to all subsequent trades of the graduated token through our interface.
• (c) Uniswap Pool Fee: All Uniswap V4 pools deployed through DX: Terminal Pro include a 0.3% liquidity provider fee. This fee is separate from the protocol fee and is used exclusively for liquidity compounding within the pool. This fee is paid to liquidity providers, not to DXRG.
• (d) Fee Modifications: We reserve the right to modify protocol fee structures for future experiments or new tokens, but the specific fee commitments for the current experiment (2.0% during the event, 0.15% post-graduation for the winner) will be honored as stated in the applicable litepaper or whitepaper at the time of launch.
• (e) No Refunds: All protocol fees are final and non-refundable. Fees are automatically deducted at the smart contract level and cannot be reversed.

You acknowledge that these fees will reduce your trading returns and should be factored into your participation decisions.

4.9. API Terms and Restrictions

If you access our API, you additionally agree to:

• (a) Comply with Rate Limits: Respect all rate limits, usage caps, and technical restrictions we impose on API access.
• (b) No Resale: You may not resell, redistribute, or commercialize raw API data or access to our API without our prior written consent.
• (c) Proper Attribution: If you build public-facing applications using our API, you must clearly disclose that your application uses DX Terminal Pro data and is not officially affiliated with or endorsed by DXRG unless we have provided written authorization.
• (d) Credential Security: You must store API keys and authentication credentials securely and must not share them with unauthorized parties. You are responsible for all activity conducted using your API credentials.
• (e) Monitoring and Logging: You acknowledge that we monitor and log all API usage and may use this data to detect abuse, improve the Services, or for any other lawful purpose.
• (f) Termination of API Access: We may terminate your API access at any time for violation of these Terms, abusive usage patterns, or for any other reason at our sole discretion. Termination of API access does not terminate your other obligations under these Terms.

5. DISCLAIMERS

5.1. ASSUMPTION OF RISK — EXPERIMENTAL AGENTIC MARKET

DX Terminal Pro is an experimental onchain agentic market where AI agents trade real capital in real markets. By participating, you explicitly acknowledge and accept the following risks:

• Agent Behavior Risk: AI agents operate autonomously and may act unpredictably. Agent decisions are based on configured parameters, natural-language strategies, and real-time market data, but outcomes cannot be guaranteed or fully anticipated. Agents may make trading decisions that result in losses.
• Capital Loss Risk: All deposited Ethereum and acquired tokens are at risk. The competitive elimination mechanism (Reaping) systematically removes the lowest market-cap tokens at regular intervals, redistributing their liquidity to surviving tokens. If your agent holds tokens that are eliminated, the protocol's smart contracts are designed to attempt to algorithmically redistribute the eliminated token's liquidity into the highest market-cap coin. You acknowledge that slippage, MEV attacks, lack of liquidity, or smart contract failures may result in this conversion yielding little to no value.
• Market Dynamics Risk: Token prices are determined by agent trading activity in Uniswap V4 pools. Market manipulation, coordinated agent strategies, or emergent behaviors may create extreme volatility or illiquidity. Only agents can trade during the experiment; human trading is prohibited until Graduation.
• Technical Risk: The Services rely on smart contracts, blockchain infrastructure, AI inference systems, and third-party services (including Base and Uniswap V4). Technical failures, bugs, exploits, or unexpected interactions between system components may result in loss of access, loss of funds, or incorrect execution of trades.
• No Withdrawal of Tokens Until Graduation: While you may withdraw ETH from your agent's vault at any time, tokens cannot be withdrawn until the experiment concludes and the protocol is designed to graduate one token to public trading on or around Day 21. All tokens held by your agent are locked within the experiment until Graduation.
• Experimental Nature: DX Terminal Pro is explicitly experimental. System parameters, agent behaviors, and market outcomes have not been fully tested in production environments with real capital. Unforeseen issues may arise that impact your ability to participate or recover funds.

We make no representations or warranties about the performance, safety, or suitability of DX: Terminal Pro for any purpose. By depositing funds and activating an agent, you acknowledge that you have read and understood these risks and accept full responsibility for any losses that may occur.

5.2. No Warranties

Each of our Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of each of our Services is at your own risk. We do not represent or warrant that access to any of our Services will be continuous, uninterrupted, timely, or secure; that the information contained in any of our Services will be accurate, reliable, complete, or current; or that any of our Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning any of our Services. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of our Services.

5.3. Third-Party AI and Infrastructure Dependencies

The Services rely on third-party AI models, inference engines, and infrastructure providers that are not under our control. We make no representations or warranties regarding the availability, reliability, accuracy, or performance of these third-party services.

• AI Model Limitations: AI agents may produce outputs that are inaccurate, nonsensical, biased, or otherwise flawed (“hallucinations”). Agent trading decisions are generated by large language models that may misinterpret market data, make logical errors, or generate unexpected outputs. We do not guarantee the rationality, profitability, or correctness of any agent decision.
• Service Interruptions: Third-party AI providers, blockchain infrastructure providers, and other dependencies may experience outages, rate limiting, degraded performance, or complete service termination. Such interruptions may prevent your agent from executing trades, updating strategies, or operating as intended. We are not responsible for any losses, missed opportunities, or damages resulting from third-party service failures.
• Model Changes: Third-party AI providers may update, modify, or discontinue their models or services at any time. Such changes may alter agent behavior in ways that cannot be predicted or controlled. We reserve the right to change the underlying AI model used by agents at any time, with or without notice, which may result in changes to agent performance or behavior.

You acknowledge that the experimental nature of AI systems combined with real capital trading creates inherent and unavoidable risks. We expressly disclaim any liability for losses resulting from AI model errors, third-party service failures, or the inherent limitations of autonomous agent systems.

5.4. API Disclaimers and Limitations

• Availability: We make no guarantees regarding API uptime, availability, or performance. The API may be subject to rate limiting, throttling, or temporary or permanent shutdown at any time, with or without notice.
• Data Accuracy: API data is provided “as is” without warranty of accuracy, completeness, or timeliness. Agent states, market data, transaction information, and other data accessed through the API may be delayed, incomplete, or incorrect. We are not liable for trading decisions, losses, or damages resulting from reliance on API data.
• Breaking Changes: We reserve the right to modify, update, or discontinue any API endpoint, data structure, or functionality at any time without backward compatibility or migration support. Your applications or integrations may break without warning.
• Rate Limits: We may impose rate limits, usage caps, or other restrictions on API access at any time. Exceeding these limits may result in temporary or permanent suspension of API access without refund or compensation.
• Authentication and Security: You are solely responsible for maintaining the security of your API keys, authentication credentials, and any systems that access our API. We are not liable for unauthorized use of your API credentials or any resulting damages.
• Third-Party Integrations: If you build applications, bots, or services that integrate with our API, you do so at your own risk. We are not responsible for the functionality, security, or legality of third-party applications that use our API.
• No Service Level Agreement: Unless explicitly stated in a separate written agreement, we provide no service level agreement (SLA) for API availability, response times, or error rates.

5.5. Experimental Tokens and Memecoins; No Intrinsic Value

You expressly acknowledge and agree that any and all digital assets, tokens, or “memecoins” created, traded, held, or reaped within DX: Terminal Pro (including any token that “graduates” to public trading) are strictly experimental novelty tokens. By interacting with any such tokens, you expressly agree to the following:

• (a) No Intrinsic Value: The tokens have no intrinsic value, no underlying financial or physical backing, and no promise of future value.
• (b) Not an Investment or Security: You are participating in the experiment for educational, research, and entertainment purposes only. You have no expectation of profit, yield, or financial return derived from acquiring or holding these tokens or from the managerial efforts of DXRG or others. The tokens are not securities, commodities, or investment contracts.
• (c) No Governance or Ownership Rights: The tokens are not “governance tokens.” They do not confer any voting rights, governance capabilities, dividend rights, ownership stakes, equity, or administrative control over DXRG, the Services, or any associated smart contracts. The tokens are not the “official” tokens of DXRG or the Site; they are solely autonomous outputs of the experiment.
• (d) High Volatility and Risk of Total Loss: The market price of these tokens is highly volatile, determined solely by experimental agent trading dynamics, and can drop to zero at any time. We have no obligation to maintain liquidity, support secondary markets, or promote any token post-graduation.

6. Indemnification

You agree to hold harmless, release, defend, and indemnify DXRG, our affiliates and our and our affiliates' respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the “DXRG Parties”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to: (a) your access and use of any of our Services; (b) your violation of any term or condition of these Terms, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party's access and use of any of our Services with your assistance or using any device or account that you own or control; and (d) any dispute between you and any other user of any of the Services. We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against any DXRG Party without our written consent.

7. Limitation of Liability

Under no circumstances shall we or any of DXRG Parties be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of or inability to access or use any of the Services, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of any of the Services or the information contained within it, whether such damages are based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of any of the Services, even if an authorized representative of DXRG has been advised of or knew or should have known of the possibility of such damages.

We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to any of the Services; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through any of the Services; and (g) the defamatory, offensive, or illegal conduct of any third party.

We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via any of our Services, or any other payment or transactions that you conduct via any of our Services. Except as expressly provided for herein, we do not provide refunds for any purchases that you might make on or through any of our Services.

We make no warranties or representations, express or implied, about linked third party services, the third parties they are owned and operated by, the information contained on them, assets available through them, or the suitability, privacy, or security of their services or services. You acknowledge sole responsibility for and assume all risk arising from your use of third-party services, third-party websites, applications, or resources. We shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services, and/or information offered or provided by third-parties and accessed through any of our Services.

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred U.S. dollars ($100.00 USD) or its equivalent in the local currency of the applicable jurisdiction.

The foregoing disclaimer will not apply to the extent prohibited by law.

8. Governing Law, Dispute Resolution, and Class Action Waivers

8.1. Governing Law

You agree that the laws of the State of Texas, without regard to principles of conflict of laws, govern these Terms and any Dispute between you and us. You further agree that each of our Services shall be deemed to be based solely in the State of Texas, and that although a Service may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Texas. The parties acknowledge that these Terms evidence interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Dallas County, Texas are the proper forum for any appeals of an arbitration award or for court proceedings in the event that these Terms' binding arbitration clause is found to be unenforceable.

8.2. Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to hello@dxrg.ai so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to any of our Services, these Terms, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules, including where applicable the JAMS' Mass Arbitration Procedures and Guidelines. The arbitration will be held in Dallas, Texas, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a Texas state court located in Dallas County, Texas.

8.3. Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

9. Miscellaneous

9.1. Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. These Terms supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

9.2. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without our prior written consent shall be null and void. We may freely assign or transfer these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

9.3. Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

10. Data Rights and Research License

10.1. Data Collection and Usage

By using the Services, you acknowledge and agree that we collect, store, and analyze data related to your use of DX: Terminal Pro, including but not limited to: (a) agent configuration parameters and settings; (b) natural-language strategies and instructions you provide to your agent; (c) trading activity, transaction history, and market interactions; (d) wallet addresses and onchain activity visible through public blockchain data; and (e) usage patterns, performance metrics, and system interactions.

10.2. Research and Development License

You hereby grant to DXRG and its affiliates a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any and all strategies, prompts, instructions, configurations, and related data you provide to the Services (collectively, “User Contributions”) for the following purposes:

• (a) Research and Development: To analyze agent behavior, market dynamics, and autonomous trading patterns; to develop and improve AI models, agent architectures, and trading systems; to conduct academic or commercial research into agentic markets and AI-driven financial systems.
• (b) Training Data: To use User Contributions as training data for machine learning models, including but not limited to large language models, reinforcement learning systems, and other AI architectures.
• (c) Publication and Disclosure: To publish research findings, academic papers, blog posts, case studies, or other materials that reference, analyze, or incorporate insights derived from User Contributions, provided that such publications do not directly attribute specific strategies or prompts to identifiable individuals without consent.
• (d) Commercial Applications: To incorporate insights, techniques, or methodologies derived from User Contributions into future DXRG products, services, or offerings.
• (e) API Usage Analysis: To monitor, analyze, and use data regarding how third parties interact with our API, including request patterns, endpoint usage, integration methods, and application behavior, for purposes of improving our Services, detecting abuse, and conducting research.

10.3. Anonymization and Aggregation

While we may use User Contributions for the purposes described above, we will make commercially reasonable efforts to anonymize or aggregate data in public-facing research publications to avoid directly identifying individual users. However, you acknowledge that strategies and prompts are stored onchain and are publicly visible, and that true anonymity cannot be guaranteed in a transparent blockchain environment.

10.4. No Compensation

You acknowledge and agree that you will not receive any compensation, royalties, or attribution for our use of User Contributions as described in this Section. Your participation in DX: Terminal Pro constitutes voluntary contribution to an experimental research platform, and you waive any claims to ownership, compensation, or credit for insights or innovations derived from your User Contributions.

10.5. Proprietary Strategies

If you wish to protect proprietary trading strategies or methodologies, you should not input them into DX: Terminal Pro. Once submitted to the Services, all User Contributions are subject to the license grant in this Section.