MnM Labs Inc. provides access to a decentralized application (the "App") built on one or more blockchain networks (each, the “relevant Blockchain Network”). The App is a distributed set of specially-developed smart contracts (each, a "Smart Contract") that may allow users to trade digital assets, provide liquidity, and access analytical tools, including but not limited to AI-powered inferences and data models ("AI Content"). The features, such as trading and liquidity provision, operate in a peer-to-peer manner.

The App may be visualized on a user interface that the user can interact with, including but not limited to any websites, subdomains, or mobile or web applications we provide (the "Site"). The Smart Contracts and the Site are collectively referred to in these Terms as the "Services".

The Company's sole role is the development and deployment of the technical tools that comprise the Services. Any transactions you engage in take place solely on the relevant Blockchain Network and/or third party platforms. It is important that you understand that protocols like this one simply comprise a set of autonomous blockchain-based smart contracts. There is no further control by or interaction with the original entity which had deployed the smart contract (i.e. the Company), which entity solely functions as a provider of technical tools for users. The Company is not offering any sort of securities product or regulated service nor does it hold any user assets in custody.

MnM Labs Inc., a Delaware company (the "Company", "we", "our" or "us"), is making the App and Services available to you. Before you use the App, the Smart Contracts, or the Site, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APP, THE SMART CONTRACTS, AND THE SITE. WE ARE ONLY WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE "YOU" WILL MEAN THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.

THE TERMS ALSO CONTAIN A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION BELOW. YOU AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

THE APP AND THE SERVICES ARE PROTOTYPE VERSIONS AND ARE NOT AT THE LEVEL OF PERFORMANCE AND COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE SERVICE OFFERING. The App and Services may be substantially modified prior to commercial release. We reserve the right, without prior notice, to discontinue or modify the Services any capabilities, functions, commercial release dates, or general availability.

Table of Contents

1. Introduction

1.1. To be eligible to use the Services, you must be of legal age to enter into these Terms where you live and have the legal capacity to enter into these Terms. The Services are strictly NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in any Restricted Territory, as defined below (any such person or entity from a Restricted Territory shall be a “Restricted Person”). 

If you are a Restricted Person, then you must not attempt to access or use the Services. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the Services is prohibited. 

“Restricted Territory” means the United States, China, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, Russia, or any other state, country or region that is subject to sanctions enforced by the United States or the European Union.

1.2. The Services (or any portion thereof) may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part of the Services.

1.3. The Services do not constitute, and may not be used for the purposes of, an offer or solicitation to enter into any transaction of whatever nature..

1.4. By using the Services, you acknowledge and understand that laws regarding digital assets, financial instruments, or investment products may vary from jurisdiction to jurisdiction, and it is your sole obligation to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the App or any transaction or financial decision. The Company shall not be responsible for your use of the Services in breach of the laws and regulations applicable to you. 

2. The App

2.1. To access the App, you may first install a web browser and a compatible electronic wallet. You will not be able to engage in any transactions on the App other than through your selected electronic wallet service.

2.2. Transactions that take place via the App are confirmed via the relevant Blockchain Network. You understand that your public address on the relevant Blockchain Network will be made publicly visible whenever you engage in a transaction on the App.

2.3. The Company provides a user interface to facilitate your ability to access the underlying protocol. The interface is distinct from the decentralized protocol. The interface is one of the means of accessing the protocol, but not the exclusive means of access.

2.4. We are a non-custodial protocol, therefore the App does not hold or control your digital assets. Any digital assets which you may acquire through the usage of the App will be held and administered solely by you through your selected electronic wallet. It is solely your responsibility to select and secure your wallet.

2.5. The Company will not create any hosted wallet for you or otherwise custody digital assets on your behalf. In the event that you lose access to your electronic wallet, all digital assets held in such wallet may be irretrievable, and the Company will be unable to assist you in any way.

2.6. The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, all or any part of the Site or the App with or without notice.

2.7. The publicly deployed smart contracts you interact with are experimental in nature. You should not utilize the smart contracts for deployment of any substantial amount of digital assets.

2.8. We reserve the right to disable or restrict access to the App or the Site by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion.

3. Services

3.1. The Company has deployed the Smart Contracts on the relevant Blockchain Network for users to utilize in accordance with these Terms. Users may directly call the functions of the Smart Contracts directly, or access them via the user interface provided by the App.

3.2. The App may allow users to trade digital asset pairs directly in a peer-to-peer manner. Users may be able to act as market makers or liquidity providers for these transactions by staking/pooling their digital assets into decentralized liquidity pools ("Liquidity Pools").

3.3. Liquidity Pools and the underlying digital asset pairings may be selected and created by users, who allow other users to access these Liquidity Pools to conduct trades.

3.4. All interactions on the protocol operate in a peer-to-peer manner. The Company and its affiliates shall in no circumstances be construed as a party to said peer-to-peer relationships.

3.5. The App merely provides a user interface. Although the App may display information regarding the protocol, it may not always be entirely accurate, complete or current. Accordingly, users should verify all information before relying on it, and all decisions are at the sole responsibility of each user.

3.6. Neither the Company, the Site nor the App provides any digital asset exchange or portfolio/fund management services. If you choose to engage in transactions, then such decisions and any consequences flowing therefrom are your sole responsibility.

3.7. The Company reserves the right to suspend or terminate access to the Site or the App by any user for any reason whatsoever.

3.8. Access to the Services may become degraded or unavailable during times of significant volatility or volume. The Company cannot guarantee that the Services will be available without interruption.

3.9. AI-Powered Inferences and Content. The Services may incorporate AI Content. You acknowledge and agree to the following:

* (a) For Informational Purposes Only. All AI Content is provided for informational and educational purposes only. It is generated by automated systems that are subject to errors, limitations, and biases.

* (b) NOT ADVICE. AI CONTENT IS NOT, AND SHALL NOT BE CONSTRUED AS, FINANCIAL ADVICE, INVESTMENT ADVICE, TRADING ADVICE, OR A RECOMMENDATION OF ANY KIND. You must not rely on any AI Content as a basis for making any financial, investment, trading, or other decisions.

* (c) User Responsibility. You are solely responsible for conducting your own independent research, due diligence, and risk assessment. You should consult with a qualified and independent financial advisor before making any financial decisions. The Company is not responsible for any decision you make based on the AI Content.

3.10. NO FINANCIAL, INVESTMENT, OR PROFESSIONAL ADVICE. THE APP SOLELY FUNCTIONS AS A TECHNICAL INTERFACE AND PROVIDER OF INFORMATION. IN NO CIRCUMSTANCES SHALL THE COMPANY, THE SMART CONTRACTS, THE SITE OR THE APP BE CONSTRUED AS A BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE COMPANY IS NOT A COUNTERPARTY TO ANY TRANSACTION YOU ENGAGE IN. NEITHER THE APP NOR THE COMPANY PROVIDES FINANCIAL, INVESTMENT, LEGAL, REGULATORY, OR TAX ADVICE DIRECTLY, INDIRECTLY, OR IMPLICITLY. YOU SHOULD NOT CONSIDER ANY CONTENT, DATA, OR AI CONTENT CONTAINED IN THESE TERMS OR OTHERWISE PROVIDED THROUGH THE SERVICES TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, OR TAX ADVICE.

4. Fees and Payment

4.1. If you elect to interact with the protocol, all transactions will be conducted solely through the relevant Blockchain Network. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions.

4.2. The relevant Blockchain Network requires the payment of a transaction fee (a "Gas Fee") for every transaction. You will need to pay a Gas Fee for each transaction that occurs via the Smart Contracts.

4.3. You may be subject to certain additional fees and commissions. The Company also reserves the right to levy additional fees for access via the Services in the future. Any fees or commissions charged by the Company shall be posted on the Site from time to time.

4.4. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments ("Taxes") associated with your use of the App and any transactions entered by you.

5. Intellectual Property and Content

5.1. The Company owns the Site and the App. You acknowledge and agree that the Company owns all legal right, title and interest in and to all elements of the Site and the App, and all intellectual property rights therein.

5.2. By interacting with the protocol, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Site and the App for your personal use.

5.3. By acceptance of these Terms, you agree and acknowledge that all information and content provided by you (the "UGC") shall be considered non-confidential and non-proprietary information and you grant the Company a non-exclusive, royalty-free worldwide license to use such UGC.

5.4. You acknowledge that you shall be responsible for any UGC that you submit or transmit. You represent and warrant that you own all rights to your UGC and that it does not violate any applicable laws or the rights of any person or entity.

5.5. You agree not to upload, post, transmit, or otherwise make available through the Site, App or Services, any UGC that:

1. Promotes or incites violence, hatred, or discrimination against any individual or group based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic;

2. Contains threats, harassment, abuse, defamation, or any other content that is offensive, harmful, or unlawful;

3. includes graphic violence, exploitation, or content intended to shock or disturb;

4. Violates any applicable law, regulation, or third-party rights, including intellectual property, privacy, and publicity rights.

Company reserves the right, but is not obligated, to remove or disable access to any UGC that it determines, at its sole discretion, to be in violation of these Terms or otherwise harmful.

5.6. You are solely responsible for the UGC you upload, share, or otherwise make available through the platform. By submitting content, you warrant that it complies with all applicable laws and these Terms.

5.6. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Services provided by you to us are non-confidential and shall become our sole property.

6. User Terms

6.1. You agree that you are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. Without derogating from the generality of the above, the Company may specifically prohibit certain uses, use cases and activities using the Services, as may be published from time to time, and which will apply in addition to any applicable legal limitations and prohibitions.

6.2. By using the Services, you represent and warrant that you have read and understood these Terms, have sufficient understanding of blockchain technology, and your use of the Services complies with all applicable laws applicable to you.

6.3. We reserve the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on you if deemed necessary by us or required by law. You agree to provide all information and documentation requested by the Company for such purposes upon request, and represent and warrant that any such information and documentation provided by you shall at all times be accurate, complete, up to date and not misleading.

6.4. You are responsible for complying with all applicable laws (including tax laws) in connection with your use of the Services. You are solely responsible for reporting and paying any taxes arising from your usage.

7. Risks Borne by Users

IMPORTANT RISK NOTICE: You acknowledge and agree that the Services are experimental and there are a variety of unforeseeable risks with utilizing them. In the worst-case scenario, this could lead to the loss of all or part of your digital assets. IF YOU DECIDE TO UTILIZE THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS:

7.1. Financial Risk: Transactions involving digital assets are very risky. Such assets are, by their nature, highly experimental, volatile, and generally irreversible. You are solely responsible for determining whether any transaction or strategy is appropriate for you.

7.2. Sophistication: You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction.

7.3. Not Legal Tender: Digital assets are not legal tender, are not backed by any government, and are not subject to deposit insurance or protections under banking or securities laws.

7.4. Volatility: The prices of blockchain assets are extremely volatile. We cannot guarantee that any users will not lose money.

7.5. Non-Custodial: The Services do not hold custody of your digital assets. Your assets exist on the relevant Blockchain Network, and any transfer occurs on that network, not on the Services.

7.6. Irreversibility: Public blockchain-based transactions are generally irreversible once confirmed.

7.7. Smart Contract Risk: All smart contracts may contain security vulnerabilities, errors, or bugs which may be exploited by third parties, causing you to suffer losses. Interaction with Smart Contracts is entirely at your own risk.

7.8. No Performance Guarantee: No party can guarantee the future performance of any digital asset, any specific level of performance, or the success of any strategy. Past performance is not indicative of future results.

7.9. Cybersecurity Risk: Hackers or other malicious groups may attempt to interfere with the Services in a variety of ways, including malware attacks, denial of service attacks, and other methods, which may result in losses.

7.10. MEV Risk: You accept the inherent risk of transactions being vulnerable to automated software programs (e.g., MEV bots, sniper bots) deployed by third parties that exploit blockchain mechanics, which may result in losses.

7.11. Regulatory Uncertainty: The regulatory status of digital assets is unclear or unsettled in many jurisdictions. Regulatory actions could negatively impact the Services.

7.12. Blockchain Network Risk: Upgrades, hard forks, or changes in how transactions are confirmed on the underlying Blockchain Network may have unintended, adverse effects on the Smart Contracts and the Services.

7.13. Third-Party Risk: The Services may rely on external third-party services or software. The Services may be adversely affected by risks related to these third-party services.

7.14. Risk of Reliance on AI Models: The Services may utilize AI Content. You acknowledge the inherent risks associated with AI technology, including that: (a) AI models can generate inaccurate, incomplete, or misleading information ("hallucinations"); (b) AI models are trained on historical data and may not accurately predict future events or account for real-time market changes; (c) AI Content may be subject to inherent biases in the data or algorithms; and (d) reliance on such AI Content for financial decisions could result in significant financial loss. The Company disclaims any and all liability for losses incurred due to your reliance on any AI Content provided through the Services.

8. External Sites

The Site or the App may include hyperlinks to other websites or resources ("External Sites"). We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, their performance or their services, and that we are not liable for any loss or damage which may be incurred as a result of the use of any External Sites.

9. Disclaimers

9.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

9.2. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT THE COMPANY HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY'S WILFUL DEFAULT.

9.3. ALL SMART CONTRACTS ARE DEPLOYED ON AND ALL TRANSACTIONS OCCUR ON A DECENTRALIZED LEDGER WITHIN THE RELEVANT BLOCKCHAIN NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

9.4. THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE RELEVANT BLOCKCHAIN NETWORK OR YOUR SELECTED ELECTRONIC WALLET SERVICE.

9.5. DISCLAIMER ON AI-POWERED CONTENT. ALL AI CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY, OR TIMELINESS OF ANY AI CONTENT. THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFIT, WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM USE OF OR RELIANCE ON SUCH AI CONTENT. YOUR USE OF AI CONTENT IS ENTIRELY AT YOUR OWN RISK.

10. Limitation of Liability

10.1. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR IN CONNECTION WITH THE SERVICES, THE APP OR THE SITE, OR YOUR USE OF THE SAME.

10.2. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES IS LIMITED TO THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

10.3. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN.

10.4. IN JURISDICTIONS WHERE EXCLUSION OR LIMITATION OF LIABILITIES ARE RESTRICTED BY APPLICABLE LAWS (INCLUDING, E.G. BY RESTRICTING EXCLUSIONS TO INCIDENTAL OR CONSEQUENTIAL DAMAGES), THE EXCLUSIONS AND LIMITATIONS OF LIABILITY ABOVE SHALL APPLY TO THE MAXIMAL EXTENT PERMITTED BY LAW.

11. Indemnity

You agree to hold harmless and indemnify the Company and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, liability, loss, or damage arising out of or in any way related to (a) your breach of these Terms, (b) your misuse of the Services, or (c) your violation of any applicable laws.

12. Privacy Policy

12.1. Our Privacy Policy describes the ways the Company collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms.

12.2. The Company will maintain certain data that you transmit to the Site and the App. You agree that we shall have no liability to you for any loss or corruption of any such data.

13. Consent to Electronic Disclosures and Signatures

13.1. You consent to transact business with us online and electronically and agree to receive electronically all documents, communications, notices, and agreements.

13.2. Any form of communication from the Company will be provided to you electronically through the Site or (if applicable) via email.

13.3. Your consent to receive disclosures and transact business electronically will remain in effect for as long as you are a user.

13.4. You may withdraw your consent to receive agreements or disclosures electronically by contacting us at support@mnm.fun However, once you have withdrawn your consent you will not be able to access the Services.

14. Governing Law and Dispute Resolution

1. YOU ACCEPT THAT ANY DISPUTE SHALL BE BROUGHT AGAINST US IN AN ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU FURTHER AGREE TO WAIVE ANY RIGHT FOR SUCH DISPUTES TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW. COMBINING OR CONSOLIDATING INDIVIDUAL ARBITRATIONS INTO A SINGLE ARBITRATION SHALL NOT BE PERMITTED WITHOUT OUR CONSENT. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION AGREEMENT IN THIS SECTION 15 WILL REMAIN IN FORCE.

14.1. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law rules and principles that would cause the application of the laws of any other jurisdiction.

14.2. All disputes arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered in Wilmington, Delaware in accordance with the JAMS Streamlined Arbitration Rules & Procedures for the time being in force, which rules are deemed to be incorporated by reference in this Section 14. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.

15. Notices

To give us notice under these Terms, you must contact the Company by email at support@mnm.fun.

16. Entire Agreement

These Terms constitute the entire legal agreement between you and the Company and govern your access to and use of the Services, and completely replace any prior agreements.

17. Force Majeure

The Company shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond its reasonable control.

18. Third Party Rights

There are no third-party beneficiaries to these Terms.

19. No Agency or Partnership

Nothing in these Terms creates any agency, partnership, or joint venture between the Company and you.

20. Interpretation

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

21. Assignment

You may not assign any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate.

22. Illegality

Should any provision of these Terms become invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid.

23. Waiver

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

24. Severability

If any provision of these Terms shall be determined to be invalid or unenforceable, 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 these Terms shall not be affected.

25. Survival

The following provisions of these Terms shall survive termination: Sections 5, 9, 10, 11, 14, and any other provision that by its terms survives termination.

26. English Language

In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.