Terms of Service

Effective Date: June 10, 2025

Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Toggle AI LTD, a BVI Business Company ("the Company," "we," "us," or "our"). These Terms govern your access to and use of the KOPS protocol, our website located at kops.ai (the "Site"), and any other software, tools, features, or functionalities provided by the Company (collectively, the "Service").

By accessing, using, or interacting with the Service, you are confirming that you have read, understand, and agree to be bound by these Terms in their entirety. If you do not agree, you are not authorized to use the Service.

PLEASE READ THESE TERMS CAREFULLY, PARTICULARLY SECTION 12 WHICH CONTAINS A MANDATORY ARBITRATION PROVISION.

1. The Service

The KOPS protocol is a decentralized, non-custodial software protocol that allows users to deploy and manage autonomous AI-powered agents for executing sophisticated strategies on various blockchains. Toggle AI LTD provides an interface to this protocol but does not control your digital assets. You retain full control and ownership over your cryptocurrency and private keys at all times.

2. Eligibility

To use the Service, you must be at least eighteen (18) years of age and have the legal capacity to enter into these Terms. You must not be a resident of any jurisdiction where access to or use of the Service is prohibited by law. You are not, and are not acting on behalf of, a person or entity that is a "Prohibited Person," which includes any person or entity that is sanctioned or listed on any list of prohibited or restricted parties maintained by any governmental authority.

3. User Responsibilities & Assumption of Risk

You represent, warrant, and agree that your use of the Service will not violate any law, contract, intellectual property right, or other third-party right, and that you are solely responsible for your conduct while using the Service.

You expressly understand and agree that you are using the Service at your sole risk. You acknowledge the following:

  • Volatility: The value of digital assets is highly volatile. We are not responsible for any losses you may incur.

  • Smart Contract Risk: The Service interacts with smart contracts, which carry inherent risks of bugs, exploits, or vulnerabilities.

  • Protocol Risk: The Service may interact with third-party DeFi protocols. Toggle AI LTD is not responsible for any failure, exploit, or loss originating from these third-party protocols.

  • Regulatory Uncertainty: The regulatory landscape for digital assets is uncertain. Changes in regulations could materially impact the Service and the value of your assets.

  • No Fiduciary Duty: Our relationship with you is not that of a fiduciary or financial advisor. We do not provide any investment advice.

4. Prohibited Activities

You agree not to engage in any of the following activities:

  • Using the Service for any illegal purpose, including money laundering or terrorist financing.

  • Attempting to circumvent any security measures or access controls of the Service.

  • Using any automated means, such as bots or scrapers, to access the Service, other than those officially provided by Toggle AI LTD.

  • Engaging in any activity that could disrupt, damage, or impair the functioning of the Service.

  • Providing false or misleading information to the Company.

5. Intellectual Property Rights

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes. The KOPS name, logos, and all related intellectual property are owned by Toggle AI LTD.

6. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TOGGLE AI LTD, ITS DIRECTORS, AND EMPLOYEES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICE.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TOGGLE AI LTD, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT OF FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

You agree to indemnify, defend, and hold harmless Toggle AI LTD and its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your breach of these Terms or your use of the Service.

9. Third-Party Links

The Service may contain links to third-party websites or services that are not owned or controlled by Toggle AI LTD. We are not responsible for the content or practices of any third-party websites.

10. Modifications to the Service and Terms

We reserve the right to modify or discontinue the Service at any time, with or without notice. We also reserve the right to modify these Terms at any time. We will provide notice of any material changes by updating the "Effective Date" at the top of these Terms. Your continued use of the Service after any modification constitutes your acceptance of the new Terms.

11. Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, and share your information in accordance with the British Virgin Islands' Data Protection Act, 2021.

12. Dispute Resolution: Mandatory BVI Arbitration

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVI IAC) in accordance with the BVI IAC Arbitration Rules in force at the time of the commencement of the arbitration.

By agreeing to these Terms, you agree to the following:

  • Seat of Arbitration: The place of arbitration shall be Road Town, Tortola, British Virgin Islands.

  • Number of Arbitrators: The number of arbitrators shall be one.

  • Language: The language to be used in the arbitral proceedings shall be English.

  • Final and Binding: The decision of the arbitrator shall be final, binding, and non-appealable, and may be entered as a judgment in any court of competent jurisdiction.

  • Waiver of Class Action: You agree to waive any right to participate in a class-action lawsuit or class-wide arbitration.

13. Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law provisions.

14. Contact Information

If you have any questions about these Terms, please contact us at: [email protected]

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