1.1 The Interface

The Interface provides a web-based means of access to the Protocol and other decentralized applications ("dApps") and protocols that allow users to create and manage intents for trading digital assets. The Interface enables users to interact with the Protocol's intent-based architecture, where users can express their trading goals (such as "swap token A for token B at a minimum price") rather than specifying exact execution paths. The Interface aggregates and displays information from the Protocol and facilitates user interactions with the underlying smart contracts deployed on supported blockchain networks.

1.2 The Aori Protocol

The Aori Protocol is a universal, trust-minimized intent settlement protocol designed to facilitate cross-chain trading through an integrated intent-based architecture. The Protocol operates through the following key components:

1.3 Developer Tools and APIs

The Products include comprehensive developer tools, software development kits (SDKs), and application programming interfaces (APIs) to enable third-party integration with the Protocol. These tools include:

1.4 Digital Wallet Integration

To access and participate in the Interface and certain features of the Products, you will need to connect a supported third-party, non-custodial digital asset wallet, such as MetaMask or any other wallet compatible with WalletConnect (a "Digital Wallet"), to the Products. All Digital Wallet services are Third-Party Services (as defined below) within the meaning of these Terms. By using a Digital Wallet in connection with the Products, you agree that you are using that wallet under the terms and conditions of the applicable wallet provider of such Third-Party Service.

Digital Wallets are non-custodial and not operated by, maintained by, or affiliated with Aori Labs. Aori Labs does not have custody or control over the contents and assets of any Digital Wallet, does not have the ability to retrieve or transfer the contents or assets of any Digital Wallet, and shall not be liable for any losses or damages resulting from any Digital Wallet vulnerabilities, malfunctions, or security breaches. Aori Labs accepts no responsibility for, or liability to you, in connection with your use of any Digital Wallet, and makes no representations or warranties regarding how the Products will operate with any specific Digital Wallet.

If you elect to create intents or engage in transactions through the Digital Wallet that you have connected to the Products, you acknowledge and agree that any such transactions will be conducted through the Protocol's smart contracts and integrated processing systems, and that Aori Labs has no control over blockchain-level transaction execution, nor does Aori Labs have the ability to reverse any completed blockchain transactions. You are solely responsible for keeping your Digital Wallet secure, and you should never share your Digital Wallet credentials, private key or seed phrase with anyone.

1.5 Third-Party Services and Content

The Interface and the Products may allow you to view, access, use, or interact with certain informational content and resources of one or more third parties (collectively, "Third-Party Content"), and certain websites, products, integrations, applications, services and protocol functionality of one or more third parties (collectively, "Third-Party Services"), including but not limited to Digital Wallets, blockchain networks, and other DeFi protocols. Aori Labs provides access to Third-Party Content and Third-Party Services as a convenience only, and such access does not constitute Aori Labs' approval, endorsement, or control of any such Third-Party Content or Third-Party Service.

2.1 Modifications of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://aori.io/terms-of-service. All modifications will be effective when they are posted, and your continued accessing or use of any of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.

2.2 Modifications of the Products

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

3.1 IP Rights Generally

Aori Labs owns all intellectual property and other rights in each of its proprietary Products and their respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." This intellectual property is available under the terms of our copyright licenses. For open source components, the applicable open source licenses govern their use, modification, and distribution.

You acknowledge that when using our proprietary Products, you are granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use them solely in accordance with this Agreement. For open source components, you must comply with the terms of the applicable open source licenses.

By using any of our Products, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content that you post on or through any of our Products for our current and future business purposes, including to provide, promote, and improve the services.

3.2 DMCA Complaints

Aori Labs will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement of an intellectual property right. A notification of claimed copyright infringement should be submitted to Aori Labs by emailing: contact@aori.io.

4.1 Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Products:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information to unlawfully obtain the property of another.
• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.
• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
• Intent Manipulation. Activity that involves creating false or misleading intents, attempting to exploit the Protocol's processing mechanisms, or engaging in any conduct designed to circumvent the Protocol's intent-based architecture or settlement mechanisms.
• Cross-Chain Abuse. Activity that exploits cross-chain messaging systems, attempts to double-spend across chains, or interferes with the proper functioning of LayerZero or other cross-chain infrastructure.
• System Interference. Activity that attempts to interfere with, disrupt, or exploit the Protocol's integrated solving mechanisms, processing systems, or settlement procedures.
• API Abuse. Exceeding rate limits, attempting unauthorized access to APIs, or using developer tools in ways that violate usage policies or harm system performance.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction.

4.2 Intent-Based Trading

You agree and understand that: (a) all intents you submit through any of our Products represent your genuine trading objectives; (b) you have not received any investment advice from us in connection with any intents; (c) we do not conduct a suitability review of any intents you submit; (d) intents are processed through the Protocol's integrated solving mechanisms; and (e) the execution of your intents may occur across multiple blockchain networks and may involve complex routing and settlement mechanisms.

You acknowledge that intent-based trading involves expressing desired outcomes rather than specific execution paths, and that the Protocol's solving mechanisms have discretion in how they fulfill your intents within the parameters you specify and applicable market conditions. You understand that this may result in execution across different chains, through various liquidity sources, or via routing mechanisms that differ from traditional order-based trading.

4.3 Cross-Chain Operations and Settlement

You acknowledge and understand the unique risks and characteristics of cross-chain operations:

• Settlement Finality: Cross-chain transactions involve probabilistic settlement finality, meaning that transactions may not achieve the same level of finality as single-chain operations. You understand that settlement depends on the security properties of multiple blockchain networks and cross-chain messaging systems.
• LayerZero Dependencies: The Protocol's cross-chain functionality relies on LayerZero's messaging infrastructure. You acknowledge that this creates dependencies on third-party systems and understand the associated risks.
• Multi-Chain Exposure: By using cross-chain features, you expose yourself to the risks of multiple blockchain networks, including but not limited to network congestion, validator behavior, consensus failures, and potential chain reorganizations.
• Timing and Latency: Cross-chain operations may take significantly longer to complete than single-chain transactions and may be subject to delays beyond our control.

4.4 Non-Custodial Nature and Protocol Processing

Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. The Protocol operates through smart contracts and integrated processing systems that automatically handle intent fulfillment according to predetermined algorithms and market conditions.

You acknowledge that:

• Intent processing occurs through automated Protocol mechanisms
• Processing times may vary based on market conditions, network congestion, and complexity of cross-chain operations
• Not all intents may be fulfillable depending on market conditions and available liquidity
• The Protocol's processing systems operate according to predefined parameters and market-based logic

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us with respect to intent processing or fulfillment.

4.5 API and Developer Tool Usage

If you access our APIs, SDKs, or other developer tools, you agree to:

• Comply with all usage policies, rate limits, and technical requirements
• Use authentication properly and not share API keys or access credentials
• Not attempt to circumvent usage limitations or access restrictions
• Report any security vulnerabilities or issues to us promptly
• Respect intellectual property rights in our developer tools and documentation

You acknowledge that API access may be modified, limited, or terminated at our discretion and that we may implement usage-based fees for API access in the future.

4.6 Compliance and Tax Obligations

One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, including those related to intent-based trading, cross-chain operations, and digital asset transactions.

Your use of our Products or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, sales tax, or other applicable taxes in any relevant jurisdictions. It is your sole responsibility to: (1) determine whether taxes apply to any transactions you initiate or receive, (2) calculate and report all applicable taxes accurately to relevant tax authorities, (3) maintain appropriate records for tax reporting purposes, and (4) pay all applicable taxes in a timely manner.

You acknowledge that intent-based trading and cross-chain operations may create complex tax situations that require professional advice to navigate properly.

4.7 Transaction Fees and Third-Party Fees

By accessing or using the Interface or the Protocol, you may be charged applicable fees, including any fees required to execute Protocol transactions, such as transaction processing fees, blockchain gas, or similar network fees (collectively, "Transaction Fees"). Where applicable, we will disclose an estimate of Transaction Fees at the time you initiate transactions; however, the final amount of such fees may vary depending on network conditions and transaction complexity. You acknowledge and agree that Aori Labs is not responsible for any differences between estimated and actual Transaction Fees, and that all fees are non-refundable once a transaction is initiated.

You agree to pay any applicable fees, including Transaction Fees and any fees charged by third-party service providers in connection with your use of the Products. All transactions processed through the Products are non-refundable.

5.1 ASSUMPTION OF RISK – INTENT-BASED TRADING AND INTEGRATED PROCESSING

BY ACCESSING AND USING ANY OF AORI LAB'S PRODUCTS, INCLUDING THE AORI PROTOCOL, YOU REPRESENT THAT YOU POSSESS THE NECESSARY FINANCIAL AND TECHNICAL SOPHISTICATION TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH INTENT-BASED TRADING, AUTOMATED PROCESSING SYSTEMS, CROSS-CHAIN OPERATIONS, AND BLOCKCHAIN-BASED SYSTEMS.

YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING SPECIFIC RISKS:

AORI LABS PROVIDES TOOLS TO INTERACT WITH THE PROTOCOL BUT DOES NOT GUARANTEE INTENT FULFILLMENT OR SYSTEM PERFORMANCE. WE CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS.

5.2 NO WARRANTIES

EACH OF OUR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE PROTOCOL IS PROVIDED "AS IS", AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. THE PROTOCOL OPERATES THROUGH SMART CONTRACTS AND AUTOMATED SYSTEMS DEPLOYED ON VARIOUS BLOCKCHAINS. NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES WHATSOEVER ASSOCIATED WITH YOUR USE, INABILITY TO USE, OR YOUR INTERACTION WITH THE PROTOCOL.

WE DO NOT WARRANT THAT INTENTS WILL BE FULFILLED, THAT PROCESSING SYSTEMS WILL BE AVAILABLE, OR THAT CROSS-CHAIN OPERATIONS WILL COMPLETE SUCCESSFULLY. ANY TRANSACTIONS OR INTENT PROCESSING THAT OCCUR WILL BE HANDLED VIA AUTOMATED SMART CONTRACTS AND INTEGRATED SYSTEMS. WE HAVE NO CONTROL OVER BLOCKCHAIN- LEVEL EXECUTION, NOR DO WE HAVE THE ABILITY TO REVERSE COMPLETED BLOCKCHAIN TRANSACTIONS.

5.3 NO INVESTMENT ADVICE

ALL INFORMATION PROVIDED BY ANY OF OUR PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION. BY PROVIDING TOOLS FOR INTENT CREATION AND PROCESSING, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY TRANSACTION OR TRADING STRATEGY.

8.1 Governing Law

You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that each of our Products shall be deemed to be based solely in the State of Delaware, and that although a Product may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Delaware.

8.2 Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to []@aori.io so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to binding arbitration under the JAMS Optional Expedited Arbitration Procedures. The arbitration will take place in New York City unless another location is mutually agreed by both Parties, and will be conducted in English. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of these terms.

8.3 Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

9.1 Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the terms.

9.2 Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We provide tools to interact with the Protocol, which processes intents through integrated mechanisms deployed on public distributed blockchains.

9.3 Regulatory Change Protocol

Aori Labs reserves the right to restrict access to Products in jurisdictions where laws are enacted that may impact your ability to use the Products, and update compliance requirements in response to regulatory guidance regarding intent-based trading, automated processing systems, cross-chain operations, or related activities.

9.4 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement.

9.5 Notice

We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

9.6 Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

9.7 Contact Information

If you have any questions about these Terms or the Products, please contact us at []@aori.io.