Terms of Service

I. Agreement to Terms & Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and RUNNR Labs LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Company," "we," "us," or "our"). These Terms govern your access to and use of the RUNNR.trade website, the RUNNR mobile application, and any related content, functionality, application programming interfaces (APIs), and software or tools (collectively, the "Services").

By accessing the website or app, connecting a digital asset wallet, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. You also agree to our Privacy Policy, which is incorporated by reference into these Terms and governs our collection and use of your data. If you do not agree with these Terms or the Privacy Policy, you must not access or use the Services.

The Services consist of a non-custodial software interface that provides tools for analyzing and interacting with decentralized cryptocurrency protocols and markets on the Solana blockchain, including social features that let you follow other users and view their trading activity.

We may modify, amend, or update these Terms at any time, in our discretion. Changes are effective immediately upon posting the revised version, and we will update the "Last Updated" date at the top of this page. Your continued use of the Services after a change is posted constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

II. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

You and the Company agree that any claim, dispute, or controversy arising out of or relating to these Terms, their breach, termination, enforcement, interpretation, or validity, or the use of the Services (collectively, "Disputes") will be resolved by binding, individual arbitration, and not in a court of law, except as set out below.

Right to opt out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing us at the address listed in the Contact section with the subject line "Arbitration Opt-Out," including your name and the account or wallet address associated with your use of the Services. If you opt out, neither you nor the Company will be required to arbitrate Disputes, but all other provisions of these Terms will continue to apply.

Small claims exception. Either party may bring an individual claim in small claims court if it qualifies for that court's jurisdiction, instead of arbitration.

Class action waiver. You and the Company each agree that any arbitration or permitted court proceeding will be conducted only on an individual basis and not as a class, consolidated, or representative action. If a court or arbitrator determines that this class action waiver is unenforceable as to a particular Dispute, that Dispute (and only that Dispute) will proceed in court and be severed from any arbitration.

Administration. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, before a single neutral arbitrator. The arbitration will be seated in New Castle County, Delaware, or another location mutually agreed upon by the parties, or as otherwise required by the AAA Consumer Arbitration Rules. The language of the arbitration will be English.

III. Eligibility, Legal Compliance, and Account Registration

User Representations and Warranties

By using the Services, you represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction of residence, whichever is greater.

• You have full legal capacity, right, power, and authority to enter into and comply with these Terms.

• You are not a resident of, or located in, a Prohibited Jurisdiction (as defined below).

• You are not identified on any sanctions list administered by the U.S. Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations, or any other applicable governmental authority, and are not otherwise subject to sanctions, embargoes, or restrictive measures that would prohibit your use of the Services.

• Your use of the Services will not violate any laws or regulations applicable to you, including those relating to anti-money laundering, anti-corruption, and counter-terrorist financing.

Your Sole Responsibility for Compliance

You are solely responsible for ensuring that your use of the Services complies with all laws, regulations, and rules applicable to you in your jurisdiction. Accessing the Services is prohibited from any jurisdiction where doing so would be illegal. We make no representation that the Services are appropriate or available for use in all locations.

Anti-Money Laundering (AML) and Know-Your-Customer (KYC)

Although the Services operate on a non-custodial basis, we may be subject to anti-money laundering and counter-terrorist financing laws applicable to us as a U.S. company, including obligations that may arise under the Bank Secrecy Act and related regulations administered by the U.S. Financial Crimes Enforcement Network ("FinCEN"), as well as OFAC sanctions requirements. Accordingly, you acknowledge and agree that:

• We reserve the right, at our discretion, to request identifying information or documentation from you at any time for identity verification or compliance purposes.

• This may include your name, address, date of birth, government-issued identification, and information about the source of your funds.

• We may use third-party services to perform identity or compliance checks.

• We may restrict, suspend, or terminate your access to the Services if you fail to provide requested information, if that information is false or misleading, or if you are found to be in violation of these Terms or applicable law.

Prohibited Jurisdictions

You may not access or use the Services if you are located in, incorporated or established in, or a citizen or resident of any jurisdiction subject to comprehensive U.S. sanctions, or any other jurisdiction listed as a "Prohibited Jurisdiction" in our published policy at runnrtrade.gitbook.io/docs/other/terms-of-service. This list is non-exhaustive and may be updated at any time without prior notice. Using a VPN or similar technology to circumvent these restrictions is a material breach of these Terms.

IV. Non-Custodial Architecture and Third-Party Services

RUNNR.TRADE IS A NON-CUSTODIAL SOFTWARE PLATFORM. WE PROVIDE A USER INTERFACE THAT ALLOWS YOU TO INTERACT WITH DECENTRALIZED PROTOCOLS, BUT WE DO NOT HAVE CUSTODY, POSSESSION, OR CONTROL OVER YOUR DIGITAL ASSETS AT ANY TIME. ALL TRANSACTIONS ARE EXECUTED DIRECTLY ON THE BLOCKCHAIN FROM YOUR SELF-CUSTODIAL WALLET. WE ARE NOT A BANK, BROKER, MONEY TRANSMITTER, OR FINANCIAL INSTITUTION, AND WE DO NOT OFFER CUSTODIAL SERVICES.

Integration with Privy.io

The Services integrate wallet infrastructure provided by Privy.io ("Privy"), a third-party technology provider. When you create or connect a wallet through the Services, you interact directly with Privy's software and systems, and your relationship with your wallet is subject to Privy's own terms of service and privacy policy. This architecture is self-custodial: neither Privy nor the Company stores or has access to your complete wallet credentials, private keys, or the digital assets held in your wallet.

Your Responsibility for Wallet Security

Because the Services are non-custodial, the security of your wallet is entirely your responsibility. You acknowledge and agree that:

• You are solely responsible for maintaining the confidentiality and security of your wallet credentials, including any passwords, private keys, or recovery phrases ("Credentials").

• You must take reasonable precautions to secure your Credentials, including using strong, unique passwords, enabling available security features, and storing recovery phrases securely.

THE LOSS OF YOUR CREDENTIALS WILL RESULT IN THE PERMANENT AND IRREVERSIBLE LOSS OF ACCESS TO YOUR DIGITAL ASSETS. BECAUSE THE SERVICES ARE NON-CUSTODIAL, NEITHER THE COMPANY NOR PRIVY CAN RECOVER YOUR CREDENTIALS OR RESTORE ACCESS TO YOUR ASSETS. WE HOLD NO BACKUPS AND HAVE NO ABILITY TO ASSIST YOU IN THIS EVENT.

Reliance on Third-Party Data

The social trading functionality of the Services relies on data sourced from public blockchains and, potentially, other third-party data providers. We do not generate this data and do not guarantee its accuracy, completeness, timeliness, or availability. You use this data at your own risk, and we are not responsible for losses arising from reliance on it.

We Are Not an Exchange, Broker, or Counterparty

When you initiate a transaction using the Services, that transaction is executed on third-party, decentralized infrastructure (such as on-chain liquidity venues on the Solana network), not by us. The Services act solely as a conduit and user interface to that third-party infrastructure. The Company is not a digital asset exchange, broker-dealer, money transmitter, or futures commission merchant, is not your counterparty to any trade, and does not process, match, clear, or settle any transaction you conduct through the Services.

V. Fees

We charge a fee on transactions conducted through the Services of 1% of the transaction value, subject to a minimum fee of $0.90 per transaction. We may, in our discretion, change these fees, offer reduced or alternative fee rates, or waive fees for certain users or promotions, and any such change will apply prospectively. Current fee information may be posted within the app, but we do not guarantee that fee information will be provided prior to your completing a transaction, and it is your responsibility to review applicable fees before trading.

In addition to our fee, you may incur separate fees charged by third parties, including blockchain network ("gas") fees and fees charged by third-party liquidity venues or protocols accessed through the Services. We do not control, and are not responsible for, third-party fees, and such fees are subject to change without notice.

VI. No Financial or Investment Advice

The Company is not registered with or licensed by any financial regulatory authority as a broker-dealer, investment adviser, commodity trading advisor, or money transmitter. We do not act as your financial advisor, investment manager, or commodity trading advisor, and we do not provide investment, tax, or legal advice of any kind regarding any digital asset available through the Services, including any trader or wallet you may choose to follow.

All decisions to buy, sell, hold, or follow any digital asset or trader through the Services are made solely by you and at your own risk. Information, metrics, leaderboards, and social content displayed through the Services are provided for general informational purposes only and do not constitute a recommendation or endorsement of any asset, strategy, or trader.

YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE FINANCIAL, INVESTMENT, TAX, LEGAL, OR SECURITIES ADVICE, AND THAT NO PART OF THE SERVICES CREATES AN ADVISORY OR FIDUCIARY RELATIONSHIP BETWEEN YOU AND THE COMPANY.

VII. Usernames, Profiles & Account Content

Your username, display name, handle, profile picture, and any other account-identifying content ("Account Content") are licensed to you by the Company on a revocable, non-exclusive, non-transferable basis. You do not own your username or other Account Content, and no property right or goodwill accrues to you by reason of your selection or use of it.

We reserve the right, in our discretion and without prior notice, to reclaim, rename, or modify any username or Account Content (including for impersonation, infringement, offensive material, or to resolve disputes), and to remove or require modification of any Account Content that violates these Terms. You may not sell, trade, transfer, or otherwise commercialize any username, handle, or Account Content; any attempted transfer is void and may result in suspension or termination of your account.

VIII. Community Conduct & Content Moderation

The Services include social features that let you follow other users, share activity, and view a public feed. You agree not to post or transmit content through the Services that:

• Is obscene, sexually explicit, or exploits or endangers a minor in any way;

• Is harassing, threatening, abusive, or intended to bully or intimidate any individual or group;

• Promotes hatred, discrimination, or violence based on a protected characteristic;

• Impersonates any person or entity, or misrepresents your affiliation with any person or entity;

• Discloses another person's private or confidential information without their consent;

• Is fraudulent, deceptive, or likely to mislead; or

• Infringes any intellectual property or other right of a third party.

We reserve the right, but are not obligated, to monitor and moderate content on the Services, and may remove content, issue warnings, or suspend or terminate accounts in our discretion in response to a violation of this section. We are not liable for any action or inaction with respect to user content or the conduct of other users.

IX. Prohibited Uses

In addition to any other restrictions in these Terms, you agree not to, and will not permit others to, use the Services to:

• Engage in market manipulation, including wash trading, pump-and-dump schemes, spoofing, front-running, or coordinated trading intended to distort prices;

• Manipulate or artificially inflate any leaderboard, ranking, PnL figure, or other performance metric displayed through the Services, including through selective wallet transfers or coordinated activity across accounts;

• Engage or attempt to engage in money laundering, terrorist financing, or other illicit financial activity;

• Access or use the Services from a Prohibited Jurisdiction or on behalf of a Restricted Person, or use a VPN or similar technology to circumvent geographic restrictions;

• Use bots, scrapers, or other automated means to extract data from the Services, or to create accounts, follow, or trade at a scale or pattern inconsistent with ordinary individual use, without our prior written consent;

• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related systems or networks; or

• Violate any applicable law or regulation in connection with your use of the Services.

We may investigate suspected violations of this section and, in our discretion, may void or claw back any rewards, rankings, or benefits obtained through prohibited conduct, and may suspend or terminate the account of any user found to have violated this section.

X. Risk Disclosures

Your use of the Services involves significant financial risk. Digital asset markets are highly volatile and unpredictable. Before using the Services, carefully consider your financial situation and risk tolerance. The following is a non-exhaustive summary of key risks.

General Market and Digital Asset Risks

• Extreme volatility - the price of digital assets, including "memecoins," can fluctuate dramatically in short periods. It is possible to lose your entire investment.

• Liquidity risk - some digital assets have low trading volume, making it difficult or impossible to sell at your desired price, or at all.

• Market manipulation - digital asset markets can be susceptible to manipulation, including "pump and dump" schemes.

• No intrinsic value - many digital assets are not backed by any physical asset, government, or central authority; their value is driven by market sentiment and speculation.

Risks Specific to Memecoin Trading

• Speculative nature - memecoins are a highly speculative subset of digital assets, often driven by social media trends and community sentiment rather than any underlying technology or business model.

• Fraud and scams - the memecoin space is particularly vulnerable to fraud, including "rug pulls," where developers abandon a project after attracting funds, causing the token's value to collapse.

• Limited information - many memecoin projects disclose little about their team, technical design, or long-term plans.

Risks Specific to Social Trading

• Past performance is not indicative of future results - the historical performance or activity of a trader you choose to follow does not guarantee or predict future performance.

• Your sole responsibility - you are solely responsible for deciding whether and how to act on the activity of any trader you follow, and for setting your own risk parameters. We do not vet, endorse, or recommend any trader displayed or followed through the Services.

Technology, Security, and Regulatory Risks

• Smart contract risk - the Services interact with smart contracts that may contain bugs or vulnerabilities that could result in total loss of funds.

• Blockchain network risk - underlying blockchain networks may experience failures, forks, or disruptions affecting your transactions or assets.

• Personal security failures - you are at risk of loss from phishing, malware, or compromised Credentials.

• Third-party provider risk - the Services depend on third parties, including Privy; any failure or discontinuation of their services could disrupt your access.

• Regulatory uncertainty - the legal and regulatory treatment of digital assets and social trading platforms is evolving in the United States and globally, and future laws could restrict the Services or affect the value or legality of digital assets.

BY USING THE SERVICES, YOU ACKNOWLEDGE, ACCEPT, AND ASSUME ALL OF THESE RISKS AND ANY OTHER RISKS NOT SPECIFICALLY DESCRIBED HERE.

XI. Disclaimers, Limitation of Liability, and Indemnification

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE. WE MAKE NO GUARANTEE OF PROFIT OR FREEDOM FROM LOSS. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING LOSSES RESULTING FROM MARKET VOLATILITY, USER ERROR, SECURITY BREACHES, OR THIRD-PARTY SERVICE FAILURES. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES, IF ANY, YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Nothing in these Terms is intended to limit liability to the extent such liability cannot lawfully be limited or excluded, including for gross negligence, willful misconduct, or fraud, or where prohibited by applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or connected with: (i) your access to or use of the Services; (ii) your violation of these Terms; (iii) your violation of any applicable law or regulation; or (iv) your violation of any third party's rights.

XII. Intellectual Property

The Services, including all associated software, trademarks, logos, and content (excluding on-chain and user-generated content), are owned by the Company or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. You may not copy, modify, distribute, sell, or lease any part of the Services, or reverse-engineer any underlying software, except as permitted by law.

XIII. Feedback

If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you agree that we may use that Feedback for any purpose without restriction or compensation to you. Feedback is considered non-confidential. You represent that you have the right to provide any Feedback you submit and that it does not violate these Terms or any third party's rights.

XIV. Termination

We may suspend or terminate your access to the Services at any time, with or without cause or notice, including if we believe you have violated these Terms or applicable law. Because the Services are non-custodial, termination of your access to the Services does not affect your ability to access your wallet or digital assets directly through the blockchain or your wallet provider. Sections of these Terms that by their nature should survive termination will survive, including those addressing arbitration, risk disclosures, disclaimers and limitation of liability, indemnification, intellectual property, and governing law.

XV. Limitation on Time to File Claims

Any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose, or it will be permanently barred, to the extent permitted by applicable law.

XVI. Governing Law

These Terms, and any Dispute arising from them, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except to the extent the Federal Arbitration Act applies to the arbitration provisions in Section II.

XVII. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Services and supersede all prior understandings.

• Severability. If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

• No waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

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

• Force majeure. We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control, including network outages, blockchain congestion or failure, acts of government, or third-party service failures.

• Electronic communications. You consent to receive communications from us electronically, and agree that all agreements, notices, and disclosures we provide electronically satisfy any legal requirement that such communications be in writing.

Contact

Questions about these Terms can be directed to contact@runnr.trade.