TOKENFI INC. – TERMS & CONDITIONS

1. Structure of These Terms

Certain Platforms are subject to product-specific addenda("Product Addenda"). In the event of any conflict between these Terms and a Product Addendum, the Product Addendum shall prevail only with respect to that Platform.

2. Nature of the Platforms (Non-Custodial Disclosure)

2.1 Software-Only Interface

The Platforms provide non-custodial software interfaces that allow users to interact with third-party decentralized protocols and smart contracts.

TokenFi does not:

• custody digital assets
• hold private keys or seed phrases
• execute, settle, or reverse transactions
• operate an exchange or trading venue
• control liquidity, pricing, or token supply

All blockchain transactions occur directly between users and third-party protocols.

2.2 No Financial Institution

TokenFi is not:

• an exchange
• a broker or dealer
• an investment adviser
• a bank or payment processor

Nothing on the Platforms constitutes financial, legal, or tax advice.

2.3 AI-Powered Features

The Platforms include AI-powered features for application generation and AI agent deployment.

App Generation (Minidev Credits):

• TokenFi uses platform API keys to generate applications on your behalf
• You pay credits for generation services
• Generated applications are your property and responsibility
• TokenFi does not review, endorse, or guarantee generated code

AI Agent Template:

• You deploy AI agents using your own third-party API keys
• You are solely responsible for all agent actions, outputs, and transactions
• TokenFi provides hosting infrastructure only
• Agent-generated content, decisions, and transactions are your responsibility

2.4 Hosting & Infrastructure

TokenFi provides hosting infrastructure for applications and AI agents deployed through Minidev.

You acknowledge that:

• hosting is provided "as is" without uptime guarantees
• TokenFi may suspend services for maintenance, abuse, or legal compliance
• TokenFi may access configurations for support, debugging, or enforcement
• data may be backed up but recovery is not guaranteed

TokenFi reserves the right to:

• terminate services that violate these Terms
• limit resource usage
• migrate services to different infrastructure
• suspend or remove content without notice

3. Third-Party Protocols & Fees

3.1 Protocol Integrations

The Platforms may integrate with third-party decentralized protocols, including but not limited to:

• Doppler SDK
• Uniswap (including Uniswap v4 pools)
• public blockchains like Base, Monad and Solana
• AI providers (Anthropic, OpenAI, etc.)
• Social platforms (X/Twitter, Farcaster, etc.)

TokenFi does not deploy, audit, operate, or control these protocols or services.

3.2 Fees & Revenue Splits

Certain interactions may generate protocol-level fees (e.g., Uniswap pool fees). You acknowledge that:

• fees are enforced by smart contracts or third-party protocols
• fees may be split between Doppler, Minidev, and token creators
• TokenFi does not guarantee fee amounts, timing, or availability
• protocol upgrades or governance may alter fee mechanics without notice

4. Eligibility

You represent and warrant that:

• you are at least 18 years old
• you are legally permitted to use the Platforms
• your use does not violate applicable law

TokenFi may restrict or terminate access at any time.

4.1 Geographic Restrictions

The Platforms are not available in the following jurisdictions:

• North Korea
• Iran
• Syria
• Cuba
• Russia
• Crimea, Donetsk, and Luhansk regions of Ukraine
• Any other jurisdiction subject to comprehensive OFAC sanctions

We may use IP-based geoblocking and other measures to restrict access. Users who circumvent these restrictions do so in violation of these Terms and applicable law.

4.2 United States Users

If you are located in the United States:

• Tokens created on the Platforms may constitute securities under US law
• You are solely responsible for compliance with SEC, CFTC, FinCEN, and state regulations
• TokenFi makes no determination as to token classification
• TokenFi does not provide legal, tax, or investment advice
• Certain features may be unavailable to US users at TokenFi's discretion

5. No Investment Advice; No Securities Representation

TokenFi does not:

• recommend tokens or strategies
• represent that any token is or is not a security
• guarantee utility, value, or performance

Token classification depends on user conduct and jurisdiction.
You assume all regulatory and compliance risk.

6. User Responsibilities

You are solely responsible for:

• your wallet security
• reviewing smart contracts you interact with
• reviewing code generated by AI tools before deployment
• monitoring AI agents you deploy
• complying with laws applicable to you
• losses resulting from your actions or your agents' actions

Blockchain transactions are irreversible.

7. Prohibited Activities

You may not use the Platforms to:

• violate any law or regulation
• engage in fraud, deception, or misrepresentation
• create tokens that impersonate others or infringe trademarks
• launder money or finance unlawful activity
• evade sanctions or export controls
• exploit vulnerabilities or misuse the Platforms
• infringe intellectual property or privacy rights
• harass, abuse, or harm others
• manipulate markets (wash trading, pump-and-dump, etc.)
• deploy agents that engage in prohibited activities
• generate illegal, harmful, or abusive content

TokenFi may restrict access for violations without notice or refund.

7.1 Content Moderation

TokenFi reserves the right to:

• review content generated by AI tools or agents
• remove or disable access to content that violates these Terms
• suspend services that produce prohibited content
• comply with valid legal requests or takedown notices
• report illegal activity to authorities

Prohibited content includes:

• illegal content in any jurisdiction
• content that infringes intellectual property
• malicious code or security exploits
• content that violates third-party terms of service
• harassment, abuse, or threats
• child sexual abuse material (zero tolerance)
• content promoting violence or terrorism

8. Compliance, Sanctions & Unlawful Use

You represent and warrant that:

• you are not subject to economic or trade sanctions
• you are not located in, incorporated in, or a resident of any sanctioned jurisdiction
• you are not using the Platforms for money laundering, terrorist financing, or unlawful purposes
• funds you use do not derive from illegal activity

TokenFi reserves the right, in its sole discretion, to restrict or block access to the Platforms, limit functionality, comply with applicable sanctions, laws, or lawful requests, cooperate with law enforcement or regulatory authorities, and freeze or restrict accounts pending investigation.

Nothing in these Terms obligates TokenFi to monitor transactions, identify users, or report activity, except where required by law.

9. Intellectual Property

9.1 Platform IP

All Platform software, interfaces, branding, and content (excluding user-generated content) are owned by TokenFi or its licensors.

You are granted a limited, revocable, non-transferable license to use the Platforms for lawful purposes.

9.2 User-Generated Content & Applications

Applications and content you create using Minidev are your property.

However, you grant TokenFi a non-exclusive, worldwide, royalty-free license to:

• host and serve your applications
• display your applications in showcases or marketing (with attribution)
• analyze usage for platform improvement

You represent that content you create does not infringe third-party rights.

9.3 AI-Generated Code

Code generated by AI tools may:

• be similar to code generated for other users
• incorporate patterns from training data
• not be eligible for copyright protection in some jurisdictions

TokenFi makes no warranties regarding the originality or intellectual property status of AI-generated code.

10. Termination

TokenFi may suspend or terminate access to the Platforms at any time, for any reason, without notice.

Because the Platforms are non-custodial:

• TokenFi cannot seize or control your on-chain assets
• termination affects interface and hosting access only
• you remain responsible for on-chain assets and deployed contracts

Upon termination:

• your right to use the Platforms ceases immediately
• AI agents may be shut down
• hosted applications may be taken offline
• credits are non-refundable

11. Disclaimers

12. Limitation of Liability

To the maximum extent permitted by law:

• TokenFi is not liable for indirect, incidental, special, or consequential damages
• TokenFi is not liable for loss of funds, profits, data, or goodwill
• TokenFi is not liable for third-party protocol failures
• TokenFi is not liable for AI errors, hallucinations, or misbehavior
• TokenFi is not liable for actions taken by AI agents you deploy
• TokenFi is not liable for regulatory action against you
• Total liability shall not exceed fees actually paid to TokenFi in the preceding 12 months, or $100 USD, whichever is greater

13. Indemnification

You agree to indemnify, defend, and hold harmless TokenFi, its affiliates, officers, directors, employees, contractors, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• your use of the Platforms
• violations of these Terms
• your applications or content
• actions of AI agents you deploy
• tokens you create
• interactions with third-party protocols
• your violation of any law or third-party rights
• disputes with other users

14. Dispute Resolution & Arbitration

14.1 Mandatory Pre-Arbitration Resolution

You agree to first notify TokenFi of any dispute and engage in good-faith efforts to resolve it. If unresolved within ninety (90) days, either party may initiate arbitration.

14.2 Binding Arbitration

14.3 Fallback Jurisdiction

For users in jurisdictions where the above arbitration clause is unenforceable, disputes shall be resolved exclusively in the state or federal courts of Delaware, USA.

14.4 Waivers

You waive:

• court proceedings (except as provided above)
• jury trials
• class actions or representative actions
• consolidated arbitration

Arbitration is confidential, except as required to enforce an award or comply with law.

14.5 Governing Law

These Terms are governed by the laws of India for arbitration matters, and the laws of Delaware, USA for all other matters.

15. General

• Severability:Invalid provisions are severed without affecting the rest
• Assignment:TokenFi may assign these Terms freely; you may not
• Electronic Communications:You consent to electronic notices
• No Waiver:Failure to enforce any right is not a waiver
• Entire Agreement:These Terms, together with Product Addenda, Risk Disclosure, Privacy Policy, and Token Creator Agreement, constitute the entire agreement
• Force Majeure:TokenFi is not liable for failures due to circumstances beyond its control

16. Acknowledgement