Terms and Conditions

Last Updated: August 2025

Effective Date: August 2025

Version: 1.0

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:

  • "Agreement" means these Terms and Conditions as amended, modified or supplemented from time to time in accordance with the provisions hereof;
  • "Company", "we", "us", or "our" means SpreadNet, a decentralized finance technology platform;
  • "User", "you", or "your" means any individual or entity that accesses or uses the Services;
  • "Services" means the SpreadNet platform, SpreadBot automated trading system, and all related software, applications, tools, and services provided by the Company;
  • "SpreadBot" means the automated arbitrage trading software system developed and operated by the Company;
  • "SPREAD Token" means the native utility token of the SpreadNet ecosystem;
  • "Solana" means the Solana blockchain network and its associated cryptocurrency SOL;
  • "Pre-Order" means the advance registration and payment process for early access to SpreadBot;
  • "Digital Assets" means cryptocurrencies, tokens, and other digital assets supported by the Services;
  • "KYC" means Know Your Customer verification procedures;
  • "Wallet" means a digital cryptocurrency wallet compatible with the Solana blockchain;
  • "Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations.

1.2 Interpretation

In these Terms and Conditions, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing a gender include every gender; (c) references to persons include bodies corporate, unincorporated associations and partnerships; (d) headings are for convenience only and do not affect interpretation; (e) any reference to a statute, statutory provision or subordinate legislation shall include any statute, statutory provision or subordinate legislation which amends, extends, consolidates or replaces the same.

2. Acceptance and Modification of Terms

2.1 Acceptance

By accessing, using, or attempting to use the Services, or by clicking to accept or agree to these Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and any future amendments and additions to this Agreement as published from time to time through the Services.

2.2 Modification

The Company reserves the right, in its sole discretion, to modify, amend, or update these Terms and Conditions at any time without prior notice. Any modifications shall become effective immediately upon posting. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms and Conditions. If you do not agree to any modification of these Terms and Conditions, you must immediately discontinue use of the Services.

2.3 Additional Terms

Certain features of the Services may be subject to additional terms and conditions, which will be presented to you in connection with such features. Those additional terms and conditions are incorporated by reference into these Terms and Conditions.

3. Eligibility and User Representations

3.1 Eligibility Requirements

To use the Services, you must: (a) be at least eighteen (18) years old and have the capacity to enter into a legally binding agreement; (b) not be a citizen or resident of, or located in, any jurisdiction where the Services are prohibited by applicable law; (c) not be subject to any sanctions administered by any government or otherwise designated on any list of prohibited or restricted parties; (d) comply with all applicable laws and regulations in your jurisdiction.

3.2 User Representations and Warranties

By using the Services, you represent and warrant that: (a) all information you provide is accurate, current, and complete; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law or regulation; (d) you have the legal capacity and authority to enter into this Agreement; (e) you will comply with all applicable laws and regulations regarding the use of Digital Assets; (f) you understand the risks associated with Digital Assets and automated trading systems.

4. Services Description

4.1 SpreadNet Platform

SpreadNet provides a decentralized finance platform that identifies and displays arbitrage opportunities across various decentralized exchanges on the Solana blockchain. The platform provides real-time market data, analytics, and trading signals but does not execute trades on behalf of users unless specifically authorized through SpreadBot.

4.2 SpreadBot Automated Trading

SpreadBot is an automated trading system that, subject to user authorization and configuration, executes arbitrage trades on behalf of qualified users. SpreadBot access is limited to users who either: (a) hold a minimum of fifteen million (15,000,000) SPREAD tokens and complete verification procedures; or (b) complete pre-order registration and payment of fifteen (15) SOL.

4.3 Pre-Order Process

The Pre-Order process allows users to secure early access to SpreadBot through either: (a) token holder verification requiring the transfer of five million (5,000,000) SPREAD tokens to a designated wallet address, which tokens shall be permanently burned; or (b) direct payment of fifteen (15) SOL to a designated wallet address.

5. Financial Risks and Disclaimers

5.1 High-Risk Nature of Digital Assets

You acknowledge and agree that Digital Assets and automated trading involve substantial risk of loss and are not suitable for all investors. Digital Assets are highly volatile, and their value may fluctuate significantly. You may lose some or all of your invested capital. You should never invest more than you can afford to lose.

5.2 No Investment Advice

The Services do not provide investment, financial, trading, or legal advice. Any information provided through the Services is for informational purposes only and should not be construed as investment advice. You are solely responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

5.3 Past Performance Disclaimer

Any historical returns, backtesting results, or expected returns presented are for illustrative purposes only and do not guarantee future results. Past performance is not indicative of future results, and you may experience losses.

5.4 Automated Trading Risks

SpreadBot automated trading carries additional risks including but not limited to: (a) technical failures or malfunctions; (b) network congestion or blockchain delays; (c) smart contract vulnerabilities; (d) front-running or MEV extraction; (e) liquidity constraints; (f) sudden market movements; (g) regulatory changes affecting automated trading.

6. User Obligations and Prohibited Conduct

6.1 Account Security

You are solely responsible for maintaining the confidentiality and security of your private keys, wallet credentials, and any other authentication information. You must immediately notify the Company of any unauthorized access to or use of your account or any other breach of security.

6.2 Prohibited Activities

You agree not to: (a) use the Services for any illegal or unauthorized purpose; (b) violate any applicable laws or regulations; (c) attempt to gain unauthorized access to the Services or other users' accounts; (d) interfere with or disrupt the Services or servers or networks connected to the Services; (e) use the Services to transmit any malicious code, viruses, or harmful software; (f) engage in any activity that could harm, disable, overburden, or impair the Services; (g) use the Services for money laundering, terrorist financing, or other illicit financial activities; (h) manipulate markets or engage in fraudulent trading activities; (i) reverse engineer, decompile, or disassemble any part of the Services.

6.3 Compliance with Laws

You agree to comply with all applicable laws, regulations, and rules, including but not limited to tax obligations, securities laws, anti-money laundering laws, and sanctions regulations in your jurisdiction and any other applicable jurisdiction.

7. Fees and Payments

7.1 Service Fees

The Company may charge fees for certain Services as disclosed on the platform or through other communications. For SpreadBot services, the Company retains twenty percent (20%) of net trading profits as a service fee, with eighty percent (80%) distributed to users.

7.2 Pre-Order Payments

Pre-Order payments and token transfers are final and non-refundable except as may be required by applicable law. Token verification transfers of SPREAD tokens will be permanently burned and cannot be recovered.

7.3 Network Fees

You are responsible for paying all blockchain network fees (gas fees) associated with your transactions. These fees are determined by the respective blockchain networks and are not controlled by the Company.

8. Intellectual Property Rights

8.1 Company Intellectual Property

The Services and all content, features, and functionality thereof are owned by the Company and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for their intended purpose.

8.2 User Content

You retain ownership of any content you submit to the Services, but you grant the Company a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such content in connection with the Services.

8.3 Restrictions

You may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of such software, unless laws prohibit these restrictions or you have written permission from the Company.

9. Privacy and Data Protection

9.1 Data Collection

The Company collects, processes, and stores personal data in accordance with its Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you consent to such collection, processing, and storage.

9.2 KYC Information

You acknowledge that the Company may be required to collect and verify your identity information as part of KYC procedures and compliance with applicable laws. You agree to provide accurate and complete information as requested.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100); OR (B) THE AMOUNT YOU PAID TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Basis of Bargain

You acknowledge and agree that the limitations of liability set forth in this Section 10 are fundamental elements of the basis of the bargain between you and the Company, and that the Company would not provide the Services without such limitations.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any third party's rights; (e) any content you submit to the Services.

12. Termination

12.1 Termination by User

You may terminate your use of the Services at any time by discontinuing use and, if applicable, deleting your account.

12.2 Termination by Company

The Company may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

12.3 Effect of Termination

Upon termination, your right to use the Services will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Force Majeure

The Company shall not be liable for any failure or delay in performance under these Terms which is due to a Force Majeure Event. In such circumstances, the Company will be entitled to a reasonable extension of the time for performing such obligations.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.

14.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration in accordance with the rules of [Arbitration Organization]. The arbitration shall be conducted in the English language and shall take place in [Location].

14.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

16. Entire Agreement

These Terms, together with any additional terms and conditions referenced herein, constitute the entire agreement between you and the Company relating to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, relating to such subject matter.

17. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms without the Company's prior written consent shall be null and void. The Company may freely assign or transfer these Terms without restriction.

18. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and the Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19. Contact Information

If you have any questions about these Terms and Conditions, please contact us through the official channels provided on our platform or website.

20. Acknowledgment

BY CLICKING "I AGREE" OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SERVICES.

END OF TERMS AND CONDITIONS

Document Version: 1.0 | Effective Date: August 2025