These Terms of Service (“Terms” or “Agreement”) are a binding contract between you (“you” or “your”) and Capr Labs Ltd, a company organized under the laws of the British Virgin Islands (“Capr Labs,” “Capricorn,” “we,” “our,” or “us”).

These Terms govern your access and use of:

• Our website located at capricorn.exchange (the “Site,” including subdomains);

• Any application, interface, or software we provide in connection with the Site (the “Platform”); and

• Any other tools, applications, features, or services we may offer from time to time (collectively, the “Services”).

  
  

By clicking an “I Agree” button or checkbox presented with this Agreement or, if earlier, by accessing or using any part of the Services, you acknowledge that you have read, understand, and agree to be bound by these Terms.

If you do not agree with these Terms, you must not access or use the Services.

Dispute Resolution Notice

PLEASE BE AWARE THAT SECTION 18 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER.

AMONG OTHER THINGS, SECTION 18:

• WAIVES YOUR RIGHT TO A TRIAL BY JURY, AND

• REQUIRES YOU TO RESOLVE CERTAIN DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

PLEASE READ SECTION 18 CAREFULLY.

Key Definitions

As used in this Agreement:

• “Digital Asset” means any blockchain-based or cryptographic asset, token, cryptocurrency, coin, or similar digital representation of value or rights.

• “Platform” means any application, interface, or software we provide in connection with the Services, including the Capricorn decentralized exchange interface made available at capricorn.exchange.

• “Wallet” means a non-custodial software or hardware wallet that you control and that can be used to interact with the Services and sign blockchain transactions.

  
  

1. Changes to These Terms

We may update or modify these Terms from time to time (“Revised Terms”). When we do, we will post the Revised Terms on the Site and update the “Last updated” date above.

The Revised Terms become effective when posted and will apply prospectively (not retroactively). Where required or appropriate, we may also provide additional notice (e.g., banner, in-app message, or email).

If you do not agree with the Revised Terms, your sole and exclusive remedy is to stop using the Services.

2. Eligibility

2.1 Who May Use the Services

You may use the Services only if:

• You are at least 18 years old;

• You are capable of forming a binding contract with Capr Labs in your jurisdiction; and

• You are not a Restricted Party (as defined below).

If you access or use the Services on behalf of a company, entity, or other organization, you represent and warrant that you have the authority to bind that organization to these Terms and that “you” as used herein will refer to that organization.

2.2 Restricted Parties

You may not use the Services if:

1. You are barred from using the Services under applicable law;

2. You, any Wallet you use in connection with the Services, or any person or entity controlling you is located in, organized in, or a resident or citizen of any jurisdiction in which use of the Services is prohibited, including (without limitation) Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, certain sanctioned areas of Russia and Ukraine (including, without limitation, the regions of Crimea, Donetsk, and Luhansk), Somalia, Venezuela, Yemen, Zimbabwe, or any other jurisdiction subject to comprehensive sanctions; or

3. You, any Wallet you use in connection with the Services, or any person or entity controlling you appears on any sanctions list issued by the United Nations Security Council, the European Union, the United States (including the U.S. Office of Foreign Assets Control’s Specially Designated Nationals list), or the United Kingdom, or any similar applicable list (each a “Restricted Party”).

We may implement on-chain and off-chain screening procedures (e.g., wallet and transaction screening, IP-based controls) to comply with applicable sanctions and risk obligations and may block or restrict access to the Services where required or deemed appropriate.

3. Intellectual Property Rights

3.1 Capricorn Materials

The Services and all content, features, and functionality thereof—including, without limitation, the Site, the Platform, any software, smart contract front-end code, text, graphics, logos, icons, images, and the “look and feel” of the Services—excluding any open-source components (collectively, “Capricorn Materials”) are owned by Capr Labs, its licensors, or other third-party rights holders and are protected by copyright, trademark, and other intellectual property laws.

3.2 Limitations on Use

Subject to these Terms, you may use the Capricorn Materials only for their intended purpose in connection with your authorized use of the Services. Without limiting the foregoing, you agree not to:

• Resell, lease, lend, share, distribute, sublicense, or otherwise permit any third party to use the Capricorn Materials or Services;

• Modify or create derivative works from the Capricorn Materials;

• Frame, mirror, or otherwise incorporate the Capricorn Materials into any other site, application, or product;

• Decompile, disassemble, reverse engineer, or attempt to derive the source code of the Services or Capricorn Materials;

• Use the Services to create or develop a competing product or service; or

• Use the Services in any manner not expressly authorized by these Terms.

3.3 License We Grant You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and to execute, access, and display any Capricorn Materials made available to you through the Services, solely to enable your use of the Services as intended.

3.4 Reservation of Rights

No rights are granted to you other than as expressly set forth in these Terms. All rights, title, and interest in and to the Services and Capricorn Materials (including all intellectual property rights) are and will remain with Capr Labs and its licensors.

3.5 Trademarks

“Capricorn,” “Capr Labs,” and all related names, logos, product and service names, designs, and slogans are trademarks of Capr Labs or its affiliates or licensors. You may not use such marks without our prior written consent.

4. Testnets

You may be permitted to access deployments of the Services on test networks (“Testnets”). Testnets are provided for testing and experimental purposes only and are not part of the production Services.

Testnets may include test tokens or credits (“Testnet Tokens”). Testnet Tokens:

• Have no monetary value;

• Do not represent a claim on any real Digital Asset or fiat currency; and

• Are not redeemable, refundable, or convertible to any item of value.

Your participation in any Testnet is voluntary and at your own risk. Capr Labs makes no representations or warranties regarding any Testnet or Testnet Tokens.

5. Third-Party Services

5.1 Accessing Third-Party Services

The Services may allow you to access or interact with third-party protocols, services, tools, content, or resources, including decentralized applications, aggregators, oracles, block explorers, liquidity sources, analytics, or other blockchain-based services (“Third-Party Services”).

We do not control and are not responsible for any Third-Party Services, including their content, functionality, accuracy, or availability, or any terms or privacy policies that apply to them. If you access or use any Third-Party Services, you do so at your own risk and subject to such third party’s terms and policies.

5.2 Third-Party Applications and Authorizations

If you authorize a Third-Party Service or application to access or connect to the Services (for example, by connecting a Wallet, signing a message, or interacting with a smart contract), you remain responsible for all actions taken by that third party on your behalf.

You agree not to hold Capr Labs responsible for, and to indemnify Capr Labs from, any liability arising from the acts or omissions of any Third-Party Service you authorize in connection with your use of the Services or your Wallet.

6. Site Content

Any information, content, or material made available through the Services is provided solely for general informational and educational purposes. It should not be construed as:

• An offer or solicitation to buy, sell, or trade any Digital Asset;

• Financial, investment, legal, or tax advice; or

• A guarantee of any outcome, return, or performance.

You are solely responsible for evaluating and making any decisions regarding your Digital Assets and use of the Services.

7. Changes, Suspension, and Termination

We may, in our sole discretion and without liability to you, with or without prior notice:

• Modify, suspend, or discontinue any part of the Services;

• Restrict or block your access to the Services; or

• Terminate these Terms with respect to you.

We may do so for any reason, including to comply with applicable law, respond to law enforcement or regulatory requests, manage security or risk, or for other reasons we deem appropriate.

We will not be responsible for any losses you incur as a result of any modification, suspension, or termination of the Services, including any price changes or market movements affecting your Digital Assets.

8. Prohibited Uses

You may not use the Services to engage in any activity that:

• Is unlawful or illegal;

• Harms or threatens others (e.g., harassment, hate, exploitation, impersonation);

• Is fraudulent or deceptive;

• Involves prohibited gambling or wagering where restricted;

• Interferes with the proper functioning, security, or performance of the Services or underlying blockchain networks; or

• Infringes or violates any intellectual property or other rights of any person.

You represent and warrant that:

• Your use of the Services, including all Digital Asset transactions, complies with all laws and regulations applicable to you;

• You have sufficient knowledge of Digital Assets, smart contracts, and the Platform to understand the risks involved; and

• You are the lawful owner of, or have the necessary rights in, any Digital Assets you use in connection with the Services.

9. Risk Disclosures

Using the Services involves significant risks, including the potential for substantial or total loss of Digital Assets. These risks include, but are not limited to:

• Volatility risk – Digital Asset prices can be extremely volatile and may lose all value.

• Smart contract and protocol risk – Smart contracts and blockchain protocols may contain bugs, vulnerabilities, or operate in unexpected ways.

• Transaction risk – Transactions may be irreversible and may be sent to incorrect or unintended addresses.

• Network and infrastructure risk – Blockchain networks or the Internet may experience congestion, delays, attacks, or failures that affect transaction processing or access to the Services.

• Security risk – Your Wallet, private keys, or devices may be compromised through hacking, malware, phishing, or other attacks.

• Regulatory risk – Laws and regulations governing Digital Assets or DeFi may change and adversely affect your use of the Services or the value or legality of your Digital Assets.

• MEV / Reordering risk – Transactions may be reordered, front-run, back-run, or otherwise impacted by miners, validators, searchers, or other network participants.

You acknowledge that this risk disclosure is not exhaustive and that there may be additional risks not identified here.

You assume all risks associated with your use of the Services and any Digital Asset transactions. Capr Labs will not be responsible for any such risks or losses, whether direct or indirect.

You should consult your own legal, tax, and financial advisors before using the Services.

10. Interactions with Others

You are solely responsible for your interactions with other users or third parties in connection with the Services. We are not obligated to monitor user interactions and are not responsible for any disputes between you and any other person.

You release Capr Labs and its affiliates (and their officers, directors, employees, and agents) from any claims or damages arising out of or related to disputes with other users or third parties.

11. Promotions

From time to time, we or our partners may make available promotions, rewards, or other special programs (for example, trading incentives, airdrops, or referral programs). Participation in any promotion may be subject to additional terms and eligibility criteria.

We reserve the right to modify or discontinue any promotion at any time and without prior notice. We make no representations or warranties regarding the value or utility of any Digital Asset or reward distributed through a promotion.

12. Feedback

If you provide any feedback, ideas, suggestions, or other input regarding the Services (“Feedback”), you acknowledge that:

• Capr Labs may use such Feedback for any purpose, commercial or otherwise, without obligation or compensation to you; and

• You hereby assign to Capr Labs all right, title, and interest in and to such Feedback, including all intellectual property rights therein.

13. Relationship of the Parties

Capr Labs is not your broker, intermediary, agent, or advisor and does not owe you any fiduciary duty.

Nothing in the Services or in any communication from Capr Labs should be considered:

• Investment, legal, or tax advice;

• A recommendation to buy, sell, or hold any Digital Asset; or

• A solicitation of any kind.

You are solely responsible for any decisions you make in connection with the Services.

14. General Service Terms

14.1 Wallet Software

To use the Services, you must connect a compatible Wallet. Wallets are provided by third parties, not by Capr Labs, and your use of any Wallet is governed by the terms and privacy policy of the applicable Wallet provider.

You are solely responsible for:

• Maintaining the security and confidentiality of your private keys, seed phrases, and Wallet credentials;

• All transactions and actions initiated through your Wallet; and

• Any losses arising from unauthorized access to your Wallet.

Capr Labs does not have access to your private keys and cannot recover them for you.

14.2 Address-Based Screenings and Compliance

While Capr Labs does not currently require traditional “know-your-customer” (KYC) identity verification to use the non-custodial Services, we may:

• Screen Wallet addresses, transactions, IP information, and other metadata against sanctions lists, risk indicators, or blockchain analytics;

• Restrict or block certain addresses or activity where we believe it is necessary or appropriate under applicable law or our risk policies.

We may, in limited circumstances (e.g., legal requests, sanctions compliance), request additional information from you. If you do not provide such information, we may restrict or terminate your access to some or all of the Services.

14.3 Smart Contract Transactions

The Services allow you to interact directly with smart contracts deployed on one or more blockchain networks. When you engage in any transaction via the Services:

• The transaction is processed by the applicable network, not by Capr Labs;

• The applicable smart contract determines the logic and outcome of the transaction; and

• The transaction is generally irreversible once confirmed on-chain.

By using the Services, you consent to the automatic processing of transactions via smart contracts and acknowledge that Capr Labs does not control the underlying smart contract logic or execution.

14.4 Operation of Digital Asset Protocols

We do not own or control the underlying protocols or networks (e.g., Monad, Ethereum, or other blockchains) that govern Digital Assets you may interact with via the Services. These protocols may be open source and subject to changes (including “forks”), upgrades, or failures.

We may, in our discretion, decide whether to support or cease supporting any network, protocol, or asset, including in the event of a fork. We assume no responsibility for unsupported networks or forks and are not obligated to notify you of any such actions.

14.5 Taxes

You are solely responsible for determining whether, and to what extent, any taxes apply to your use of the Services or your Digital Asset transactions, as well as for reporting and remitting the correct tax amounts to the appropriate authorities. Capr Labs does not provide tax advice.

15. Warranty Disclaimer

THE SERVICES AND ALL CAPRICORN MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPR LABS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;

• DEFECTS WILL BE CORRECTED;

• THE SERVICES OR ANY RELATED SYSTEMS OR NETWORKS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR

• ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE.

YOU USE THE SERVICES AND ALL DIGITAL ASSETS AT YOUR OWN RISK.

16. Indemnification

You agree to indemnify, defend, and hold harmless Capr Labs, its affiliates, and their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Services;

• Your violation of these Terms;

• Your Digital Asset transactions or on-chain activity; or

• Your violation of any law or the rights of any third party.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAPR LABS, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO:

• YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES;

• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; OR

• ANY DIGITAL ASSETS OR TRANSACTIONS INVOLVING DIGITAL ASSETS.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF CAPR LABS AND ITS AFFILIATES TO YOU EXCEED THE GREATER OF (A) US$100 OR (B) THE AMOUNT YOU HAVE PAID DIRECTLY TO CAPR LABS (IF ANY) IN FEES FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Dispute Resolution; Arbitration; Class Action Waiver

18.1 Informal Resolution

Before filing any claim against Capr Labs, you agree to first attempt to resolve the dispute informally by contacting us at contact@capricorn.exchange with a description of your claim. If the dispute is not resolved within sixty (60) days of our receipt of your email, either party may initiate arbitration as described below.

18.2 Agreement to Arbitrate

Except as expressly provided in Section 18.5 (Excluded Claims), any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or any Digital Asset transactions involving the Services (a “Dispute”) shall be finally resolved by binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration (“ICC Rules”).

• The seat of arbitration shall be the British Virgin Islands.

• The language of the arbitration shall be English.

• There shall be a single arbitrator, appointed in accordance with the ICC Rules.

The arbitrator shall have exclusive authority to resolve all Disputes, including any questions regarding the existence, scope, validity, or enforceability of this arbitration agreement.

18.3 Class Action Waiver

YOU AND CAPR LABS AGREE THAT ANY DISPUTE IS PERSONAL TO YOU AND CAPR LABS AND WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. YOU SHALL NOT BRING, AND HEREBY WAIVE THE RIGHT TO PARTICIPATE IN, ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, WHETHER IN COURT OR IN ARBITRATION.

18.4 Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CAPR LABS WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY COURT PROCEEDING.

18.5 Excluded Claims

Notwithstanding the foregoing, either party may bring:

• An individual action in small claims court, if permitted by that court’s rules; or

• An action in a court of competent jurisdiction seeking a temporary restraining order, preliminary injunction, or other equitable relief to protect its intellectual property rights or confidential information.

Such actions are not subject to the arbitration requirement in this Section 18, but remain subject to the governing law and venue provisions of Section 19.

18.6 Confidentiality

The parties shall keep confidential all aspects of any arbitration, including the existence of the arbitration, all submissions, evidence, and awards, except as required by law or to enforce an arbitral award.

18.7 Severability

If any part of this Section 18 is found to be invalid or unenforceable, that portion shall be severed, and the remaining portions shall remain in full force and effect, except that if the Class Action Waiver is found invalid with respect to a particular claim or request for relief, then that claim or request for relief (and only that claim/request) must be brought in court and not in arbitration.

19. Governing Law

These Terms, and any Dispute (whether in arbitration or otherwise) between you and Capr Labs, shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict-of-laws rules.

Subject to the arbitration provisions in Section 18, the courts of the British Virgin Islands shall have exclusive jurisdiction over any non-arbitrable Dispute arising out of or relating to these Terms or the Services.

20. Miscellaneous

20.1 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, or sale of assets.

20.2 Term; Survival

These Terms remain in effect for as long as you access or use the Services. Provisions that by their nature should survive termination (including, without limitation, Sections 2, 3, 8–9, 11–12, 14–20) shall survive any termination or expiration of these Terms.

20.3 Non-Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

20.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

20.5 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, war, terrorism, civil disturbances, labor disputes, governmental actions, failures or interruptions of telecommunications or Internet services, or failures of blockchain networks.

20.6 Notice

We may provide notices or other communications to you by posting them on the Site, through the Services, or by sending them to the email address or other contact information you provide. Notices are deemed received when posted or sent.

20.7 Entire Agreement

These Terms, together with any other terms or policies referenced herein (including our Privacy Policy), constitute the entire agreement between you and Capr Labs regarding the Services and supersede all prior or contemporaneous agreements, understandings, or communications.