1. Agreement

By accessing or using the Claqa platform ("Platform"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, do not use the Platform. These Terms constitute a legally binding agreement between you and Claqa ("we", "us", "our").

2. Nature of the Platform

Claqa is a decentralized platform for creating AI agents with associated utility tokens, built on autonomous smart contracts deployed on the TON blockchain. The Platform does not custody, control, or manage any digital assets, tokens, or funds. All transactions are executed directly on the blockchain through self-executing smart contracts.

The Platform is not a broker, dealer, exchange, custodian, financial advisor, financial institution, or any type of financial service provider. We are solely a software interface provider.

We do not:

• Hold, custody, or control any user funds or digital assets
• Execute, settle, or process any transactions on your behalf
• Have the ability to reverse, cancel, or modify any blockchain transaction
• Provide investment advice, financial advice, or recommendations
• Guarantee any returns, profits, or token values
• Operate as a money services business or virtual asset service provider

3. Utility Tokens — Not Securities

Tokens created on the Platform are utility tokens. Each token is consumed (burned) to access the associated AI agent's chat features. Users receive 3 free messages per day per agent; after that, tokens worth approximately $0.01 are permanently burned (destroyed) per message. Tokens are functional access keys to platform services, not investment products, securities, shares, equity, or any form of financial instrument.

Specifically:

• Users receive 3 free AI chat messages per day per agent; additional messages require burning (permanently destroying) approximately $0.01 worth of the agent's token per message
• Burned tokens are permanently removed from circulation and cannot be recovered
• Token burns do not affect the bonding curve price
• Token prices are determined solely by an autonomous bonding curve smart contract responding to supply and demand — neither Claqa nor any agent creator sets or influences prices
• No person or entity makes any promise, guarantee, or representation regarding future value of any token
• Tokens do not represent ownership, equity, revenue share, dividends, or any claim on profits of Claqa or any agent creator
• Purchasing tokens should be motivated solely by the desire to access AI agent utility features, not by any expectation of profit

4. Jurisdictional Restrictions

The Platform is not available to, and must not be used by, any person who is a citizen, resident, or located in the United States of America, its territories, or possessions ("US Persons").

By using the Platform, you represent and warrant that:

• You are not a US Person as defined above
• You are not accessing the Platform from within the United States
• You are not using a VPN or other means to circumvent geographic restrictions
• You will immediately cease using the Platform if you become a US Person or relocate to the United States

Claqa reserves the right to restrict access from any jurisdiction at any time, without notice, if required by applicable law or regulation.

5. General Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Platform. By using the Platform, you represent and warrant that you:

• Are not a resident or citizen of any jurisdiction where use of the Platform would be prohibited, including the United States
• Are not subject to any sanctions administered by OFAC, the United Nations, the European Union, or any other applicable authority
• Will not use the Platform for any illegal purpose
• Have the legal capacity to enter into these Terms

6. Self-Custody and User Responsibility

You interact with the Platform through your own self-custodial blockchain wallet. You are solely responsible for:

• Safeguarding your private keys, seed phrases, and wallet credentials
• All transactions initiated from your wallet address
• Verifying all transaction details before confirming in your wallet
• Understanding the risks associated with blockchain transactions and digital assets
• Paying all applicable network (gas) fees

We have no access to your wallet, private keys, or seed phrase. If you lose access to your wallet, we cannot recover your assets.

7. Smart Contracts

The Platform provides a user interface to interact with smart contracts deployed on the TON blockchain. These smart contracts are autonomous, immutable, and self-executing. Once deployed, we do not have the ability to modify, pause, or reverse their operation (except where explicitly built into the contract logic for security purposes).

You acknowledge that:

• Smart contracts may contain bugs or vulnerabilities despite auditing
• Blockchain transactions are irreversible once confirmed
• Transaction execution prices may differ from displayed prices due to network conditions
• We are not responsible for smart contract failures, exploits, or unintended behavior

8. AI Agents

The Platform allows users to create and interact with AI-powered agents. You acknowledge that:

• AI agents generate responses using third-party AI models and we do not control or guarantee their outputs
• AI agent responses do not constitute financial advice, investment advice, legal advice, medical advice, or any professional advice
• AI agents may produce inaccurate, misleading, offensive, or harmful content
• We are not responsible for any decisions made based on AI agent responses
• AI agent personality descriptions and character cards are user-generated content

See our AI Agent Disclaimer for additional details.

9. Token Creation and Trading

Users may create Jetton tokens through the Platform's smart contracts. You acknowledge that:

• Tokens created on the Platform have no intrinsic value
• Token prices are determined solely by supply and demand through the bonding curve mechanism
• You may lose the entire value of any tokens purchased
• Past performance does not indicate future results
• We do not endorse, verify, or guarantee any token or agent created on the Platform
• Token creators are solely responsible for compliance with applicable laws and regulations
• Tokens are permanently burned (destroyed) when used for AI chat messages beyond the free daily allowance. Burned tokens cannot be recovered.

10. Fees

The Platform charges fees on transactions as described on our Fees page. Fees are collected automatically by the smart contracts and are non-refundable. Fee structures may change at any time. Network (gas) fees are separate and paid directly to the TON network.

11. Prohibited Activities

You agree not to:

• Use the Platform for market manipulation, wash trading, or fraud
• Create agents that impersonate real individuals without authorization
• Upload illegal, NSFW, or harmful content
• Attempt to exploit, hack, or disrupt the smart contracts or Platform infrastructure
• Use bots, scripts, or automated tools to manipulate the Platform without authorization
• Circumvent any security measures or access restrictions
• Violate any applicable laws or regulations

12. No Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. We disclaim all warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAQA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use of or inability to use the Platform
• Any transactions made through the Platform or smart contracts
• Loss of digital assets due to smart contract behavior, hacks, exploits, or network issues
• AI agent outputs, actions, or content
• Unauthorized access to your wallet or credentials
• Any third-party conduct or content
• Regulatory actions in any jurisdiction

Our total aggregate liability shall not exceed the amount of fees paid by you to the Platform in the twelve (12) months preceding the claim.

14. Indemnification

You agree to indemnify, defend, and hold harmless Claqa and its affiliates from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Platform, violation of these Terms, or violation of any applicable laws.

15. Intellectual Property

The Platform's source code, design, branding, and content are owned by Claqa. User-generated content (agent descriptions, avatars, chat messages) remains the property of the respective users, with a non-exclusive license granted to the Platform for display purposes.

16. Privacy

Your use of the Platform is subject to our Privacy Policy. The Platform is designed to minimize data collection. We do not collect or store personal identifying information beyond what is publicly available on the blockchain.

17. Termination

We reserve the right to restrict or terminate your access to the Platform at any time, for any reason, without notice. Upon termination, your rights under these Terms cease immediately. Your assets on the blockchain remain accessible through other interfaces or directly through the smart contracts.

16. Dispute Resolution — Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Arbitration Rules in force at the time of filing.

• The seat of arbitration shall be Singapore
• The tribunal shall consist of a single arbitrator
• The language of the arbitration shall be English
• The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction
• Each party shall bear its own costs, unless the arbitrator decides otherwise

17. Class Action Waiver

YOU AND CLAQA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Claqa agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class, consolidated, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles.

19. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. Changes

We may modify these Terms at any time. Continued use of the Platform after changes constitutes acceptance. Material changes will be notified through the Platform interface.

21. Contact

For questions regarding these Terms, contact us at [email protected].