Terms of Service

By accessing or using the services provided by OffchainTech ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our services.

These Terms constitute a legally binding agreement between you and OffchainTech regarding your use of our software development, blockchain engineering, AI automation, trading systems, and related consulting services (collectively, the "Services").

OffchainTech provides specialized software engineering services including but not limited to:

• Blockchain Engineering: Smart contract development, token launches, dApp development, wallet integration, and cross-chain solutions for Solana, Ethereum, and EVM-compatible chains.

• AI Automation: Development of AI agents, workflow automation, support triage systems, and operational intelligence solutions with appropriate guardrails and human oversight.

• Trading Systems: Execution infrastructure, risk management systems, market data processing, and systematic trading platforms with comprehensive monitoring and controls.

• Product Development: Accelerators, launch kits, and custom software products including TownOS, Token Launch Kit, and AI Ops Automation.

• Consulting: Architecture reviews, security audits, technical advisory, and team training services.

The specific scope, deliverables, timeline, and fees for each engagement shall be defined in a separate Statement of Work ("SOW") or Service Agreement executed by both parties.

3.1 Project Initiation All engagements begin with a discovery phase to understand requirements, constraints, and success criteria. Following discovery, we provide a proposal outlining scope, timeline, and investment.

3.2 Statements of Work Each engagement is governed by a signed SOW that specifies: - Project objectives and deliverables - Timeline and milestones - Payment terms and schedule - Intellectual property provisions - Confidentiality obligations - Acceptance criteria

3.3 Change Requests Any changes to the scope, timeline, or deliverables must be requested in writing and may result in adjustments to fees and schedules. We will provide an estimate for any requested changes before proceeding.

4.1 Fees and Invoicing Fees for Services are as specified in the applicable SOW. Unless otherwise agreed:

- Project-based engagements: 50% deposit upon project commencement, 50% upon completion or as milestone-based payments. - Retainer engagements: Monthly fees due in advance of each month. - Advisory engagements: Fees as specified in the consulting agreement.

4.2 Payment Methods We accept payment via bank transfer, wire transfer, and cryptocurrency (USDC, USDT) for eligible clients. All fees are quoted and payable in USD unless otherwise specified.

4.3 Late Payments Payments not received within 15 days of the invoice date may incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend work for accounts with overdue balances exceeding 30 days.

4.4 Expenses Client shall reimburse pre-approved expenses incurred in connection with the Services, including travel, accommodation, third-party software licenses, and infrastructure costs.

5.1 Client Materials You retain all rights to your pre-existing materials, data, and intellectual property provided to us for the purpose of delivering the Services ("Client Materials").

5.2 Deliverables Upon full payment of all fees, you shall own all rights, title, and interest in the custom software, code, documentation, and other deliverables specifically created for you under the SOW ("Deliverables"), excluding:

- Pre-existing OffchainTech intellectual property, tools, frameworks, and methodologies incorporated into Deliverables - Open-source components used in accordance with their respective licenses - General programming techniques, algorithms, and know-how

5.3 OffchainTech IP We retain all rights to our proprietary frameworks, libraries, tools, and methodologies ("OffchainTech IP"). You receive a perpetual, non-exclusive license to use any OffchainTech IP incorporated into Deliverables solely as part of the Deliverables.

5.4 Accelerator Products For accelerator products (Token Launch Kit, AI Ops Automation, etc.), licensing terms are specified in the applicable product agreement or SOW.

5.5 Third-Party Components Deliverables may incorporate third-party open-source software. We will identify major third-party components and their licenses. You are responsible for complying with applicable open-source licenses.

6.1 Confidential Information Each party ("Disclosing Party") may disclose confidential information to the other party ("Receiving Party") in connection with the Services. "Confidential Information" means any information marked as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

6.2 Protection of Confidential Information The Receiving Party agrees to: - Use Confidential Information solely for the purpose of performing its obligations under these Terms - Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care - Not disclose Confidential Information to third parties without prior written consent - Limit access to Confidential Information to employees, contractors, and advisors who need to know and are bound by confidentiality obligations

6.3 Exceptions Confidentiality obligations do not apply to information that: - Is or becomes publicly available through no breach of these Terms - Was rightfully known to the Receiving Party prior to disclosure - Is rightfully obtained from a third party without breach of any confidentiality obligation - Is independently developed without use of or reference to Confidential Information - Is required to be disclosed by law or court order, provided prompt notice is given to the Disclosing Party

7.1 Security Commitments We implement industry-standard security practices in our development process including: - Secure coding practices and regular code reviews - Dependency scanning and vulnerability assessment - Access controls and least-privilege principles - Secure deployment practices and environment isolation

7.2 No Security Guarantee While we employ best efforts to deliver secure software, we do not guarantee that Deliverables will be free from security vulnerabilities. Software security requires ongoing attention, monitoring, and maintenance.

7.3 Blockchain and Smart Contract Risks Blockchain and smart contract development involves unique risks including: - Immutable code that cannot be easily modified after deployment - Interactions with external protocols and systems outside our control - Economic and game-theoretic attack vectors - Rapidly evolving regulatory landscape

We strongly recommend independent security audits for production blockchain deployments. We can coordinate audit services as part of our engagement.

8.1 Limited Warranty We warrant that: - Services will be performed in a professional and workmanlike manner consistent with industry standards - Deliverables will materially conform to the specifications set forth in the applicable SOW for a period of 30 days from delivery - We have the right and authority to enter into these Terms and perform the Services

8.2 Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

8.3 Trading Systems Disclaimer WE DO NOT PROVIDE INVESTMENT ADVICE, BROKERAGE SERVICES, OR GUARANTEES OF TRADING PERFORMANCE. TRADING SYSTEMS ARE PROVIDED AS TECHNICAL INFRASTRUCTURE ONLY. YOU ARE SOLELY RESPONSIBLE FOR: - Trading strategy design and validation - Risk management configuration - Compliance with applicable trading regulations - All trading decisions and outcomes

9.1 Cap on Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OFFCHAINTECH'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO OFFCHAINTECH FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages IN NO EVENT SHALL OFFCHAINTECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions The limitations in Sections 9.1 and 9.2 shall not apply to: - Breaches of confidentiality obligations - Indemnification obligations - Fraud, willful misconduct, or gross negligence - Amounts payable under applicable law that cannot be limited by contract

10.1 By OffchainTech We shall indemnify, defend, and hold you harmless from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: - Our breach of these Terms or applicable SOW - Our gross negligence or willful misconduct - Infringement of any intellectual property rights by Deliverables (excluding Client Materials and third-party components)

10.2 By Client You shall indemnify, defend, and hold us harmless from and against any third-party claims, damages, liabilities, costs, and expenses arising out of: - Your use of the Services or Deliverables in violation of these Terms - Your breach of any representation or warranty - Client Materials provided to us - Your violation of any applicable law or regulation

11.1 Termination for Convenience Either party may terminate an engagement with 30 days' written notice. Upon termination: - You shall pay for all Services performed and expenses incurred through the termination date - We shall deliver all completed Deliverables and work-in-progress - All licenses granted shall survive termination as necessary for you to use Deliverables

11.2 Termination for Cause Either party may terminate immediately upon written notice if the other party: - Materially breaches these Terms and fails to cure within 15 days of written notice - Becomes insolvent, files for bankruptcy, or ceases business operations - Violates confidentiality or intellectual property obligations

11.3 Effect of Termination Upon termination: - All outstanding fees become immediately due and payable - Each party shall return or destroy the other's Confidential Information - Provisions that by their nature should survive termination shall survive

12.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

12.2 Dispute Resolution Any dispute arising out of or relating to these Terms shall first be addressed through good faith negotiation between the parties. If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of [Arbitration Body].

12.3 Entire Agreement These Terms, together with any applicable SOWs and Service Agreements, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications.

12.4 Amendments We may update these Terms from time to time. The current version will be posted on our website with the effective date. Continued use of our services after changes constitutes acceptance of the updated Terms.

12.5 Severability If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12.6 Waiver No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

12.7 Assignment You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

12.8 Notices All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable SOW or to such other address as either party may designate by notice.