Terms of Use

Index

• 1. Agreement to Terms
• 2. Eligibility and Restrictions
• 3. License and Restrictions
• 4. User Content and Communications
• 5. Your Responsibilities
• 6. Release of Claims
• 7. Third-Party Services
• 8. Disclaimers and Assumption of Risk
• 9. Limitation of Liability
• 10. Indemnification
• 11. Dispute Resolution
• 12. Site Management and Modifications
• 13. Termination
• 14. General Provisions

1. AGREEMENT TO TERMS

1.1 Formation of Agreement and Services

These Terms constitute a binding legal contract between you, an individual user or site visitor, whether personally or on behalf of an entity ("user," "you," or "your") and the MegaETH Foundation (including all its affiliates and subsidiaries, collectively referred to as the "Company," "we," "us," or "our") concerning your use of the services provided by the Company (the "Services"). From time to time, the Company may also make available additional programs, features, products, or services, as described in one or more appendices to these Terms (collectively, "Additional Services"), which are included within the definition of Services and are subject to these Terms.

By accessing or using any Service or interacting with MegaETH Mainnet, you agree to these Terms, which you understand apply to all uses of MegaETH Mainnet. "MegaETH Mainnet" means the high-performance layer 2 protocol on Ethereum. The Services also include the www.megaeth.com website and all associated subdomains, any mobile applications, desktop applications, or browser extensions, any application programming interfaces, developer tools (including software development kits), documentation, and resources, community forums and communication channels, any testnet or mainnet interfaces, and any other media form, media channel, or website related, linked, or otherwise connected thereto (collectively, the "Site"). Additionally, the Company maintains and operates www.megaeth.com as a portal for news, information, updates, developer resources, documentation, and community engagement regarding the MegaETH protocol with its code base accessible at https://github.com/megaeth-labs (the "MegaETH Protocol" or "Protocol").

1.3 Acceptance of Terms

BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you are accessing or using the Services on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms, and all references to "you" herein shall include such entity.

1.4 Additional Terms

Supplemental terms and conditions or documents that may be posted on the Site from time to time, including but not limited to our Privacy Policy available at www.megaeth.com/privacy, Cookie Policy available at www.megaeth.com/cookies-policy, and any developer agreements, are hereby expressly incorporated herein by reference and form part of these Terms.

2. ELIGIBILITY AND RESTRICTIONS

2.1 Age Requirements

The Services are intended solely for users who are at least eighteen (18) years old, the age of legal majority in their jurisdiction, or accessing the Services under the direct supervision of a parent or guardian who meets the above requirements and agrees to be bound by these Terms. By using the Services, you represent and warrant that you meet these requirements.

2.2 Capacity and Authority

You represent and warrant that you have the legal capacity to enter into these Terms, you are not barred from using the Services under any applicable law, your use of the Services will not violate any applicable law or regulation, and if acting on behalf of an entity, you have all necessary authority to bind such entity.

2.3 Geographic Restrictions

You may not access or use the Services if you are located in, incorporated in, or a citizen or resident of any country, state, territory, or other jurisdiction that is subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union or European Economic Area, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority. You may not access or use the Services if you are listed on any sanctions list or equivalent maintained by any of the above authorities, including but not limited to the Specially Designated Nationals and Blocked Persons List, the Consolidated Sanctions List, or any other prohibited party list. Your use of the Services must not violate any applicable export control laws or regulations, and you may not access the Services from a jurisdiction where the provision of the Services would be illegal or require special licensing that the Company has not obtained. You must immediately cease using the Services and notify us if your status changes with respect to any of these restrictions.

2.4 Compliance Obligations

You are solely responsible for determining whether your access to and use of the Services is lawful in your jurisdiction, complying with all applicable laws and regulations in your use of the Services, obtaining any necessary licenses, permits, or approvals required for your use of the Services, and complying with any tax obligations arising from your use of the Services.

3. LICENSE AND RESTRICTIONS

3.1 Limited License Grant

Subject to your complete and ongoing compliance with these Terms, the Company grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for lawful purposes in accordance with these Terms.

3.2 License Conditions

This license is subject to the following conditions: the license is personal to you and may not be shared or transferred, you may only use the Services for lawful, non-commercial purposes unless otherwise agreed in writing, you must comply with all applicable laws and regulations, and you must not violate any provision of these Terms.

3.3 Prohibited Uses

You agree not to, and shall not permit any third party to:

Technical Restrictions: a) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; b) remove, alter, or obscure any proprietary notices or labels on the Services; c) use any robot, spider, scraper, or other automated means to access the Services without our express written permission; d) bypass or circumvent any measures we may use to prevent or restrict access to the Services; e) interfere with or disrupt the integrity or performance of the Services; f) attempt to gain unauthorized access to any portion of the Services or any systems or networks connected thereto; or g) transmit any viruses, worms, or other destructive items through the Services.

Content and Intellectual Property Restrictions: a) use the Services to infringe upon any intellectual property rights; b) copy, reproduce, distribute, or transmit any part of the Services except as expressly permitted herein; c) use our trademarks, logos, or other proprietary information without our prior written consent; or d) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information without our express written consent.

Legal and Regulatory Restrictions: a) use the Services for any illegal or unauthorized purpose; b) violate any applicable laws, rules, or regulations; facilitate money laundering, terrorist financing, or other illicit financial activities; c) violate or evade any applicable sanctions or export control laws; d) engage in market manipulation, fraud, or deceptive practices; or e) use the Services to facilitate tax evasion.

Commercial Restrictions: a) use the Services for commercial purposes without our express written permission; b) sell, resell, rent, lease, or sublicense access to the Services; c) use the Services to compete with us or create a similar service; or d) use any data obtained from the Services for commercial purposes without authorization.

Behavioural Restrictions: a) harass, abuse, threaten, or intimidate other users or any Company personnel; b) impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity; c) collect or harvest any personally identifiable information from the Services; d) use the Services in any manner that could damage, disable, overburden, or impair our servers or networks; or e) engage in any conduct that restricts or inhibits any other user from using or enjoying the Services.

3.4 Enforcement

We reserve the right to investigate any suspected violations of these Terms, suspend or terminate your access to the Services for any violation, report suspected illegal activities to law enforcement authorities, and take legal action against violators.

4. USER CONTENT AND COMMUNICATIONS

4.1 User Content

You may have the opportunity to submit, post, display, transmit, or otherwise make available content through the Services, including but not limited to comments, feedback, suggestions, code contributions, transaction data, wallet addresses, or other materials ("User Content").

4.2 Rights in User Content

You retain ownership of your User Content. However, by submitting User Content, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, create derivative works from, display, and perform your User Content for any purpose related to the Services or the Company’s business. This license shall survive any termination of these Terms or your use of the Services.

4.3 Representations Regarding User Content

You represent and warrant that you own or have the necessary rights to your User Content, your User Content does not infringe any third-party rights, your User Content complies with these Terms and all applicable laws, and your User Content does not contain any viruses or harmful code.

4.4 Feedback

Any feedback, suggestions, ideas, or other information you provide to us ("Feedback") will be treated as non-confidential and non-proprietary, will be owned by the Company, may be used by the Company without any obligation to you, and is not subject to any obligation of attribution or compensation.

4.5 Monitoring

We may, but have no obligation to, monitor User Content, remove or refuse any User Content, or take action against inappropriate User Content or conduct.

5. YOUR RESPONSIBILITIES

5.1 Acknowledgement

By using the Services or otherwise accessing the Protocol, you agree and understand that:

• You are solely responsible for your use of the Services and interactions with the Protocol, including all of your transfers of digital assets; all transactions you submit to the Protocol are considered unsolicited, which means that they are solely initiated by you.
• You are solely responsible for reporting and paying any taxes applicable to your use of the Services.
• We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that a counterparty with whom you transact completes the transaction or is authorized to do so.
• The Services are non-custodial applications, meaning we do not ever have custody, possession, or control of your digital assets at any time; we accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Services will operate with any specific wallet; likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.
• Transactions that take place on a blockchain network require the payment of transaction fees (“Gas Fees”); you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Services.

5.2 Information Only

You agree that the information presented on or through the Services is for general informational purposes only. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Services, or by anyone who may be informed of any of its contents.

5.3 Third Party Information

The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

6. RELEASE OF CLAIMS

You expressly agree that you assume all risks in connection with your use of the Services. You further expressly waive and release us and MegaLabs, as well as our and their affiliates and service providers, and each of our and their respective past, present and future officers, directors, members, employees, consultants, representatives and agents, and each of their respective successors and assigns from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Services. This includes, without limitation, any losses resulting from smart contract vulnerabilities, bridge protocol failures, or cross-chain message delivery failures.

To the extent that you provide any services to Company or the Protocol, you agree that you will be fully responsible for all services that you provide and will indemnify the Company, MegaLabs as well as our and their affiliates against any and all losses.

7. THIRD-PARTY SERVICES

7.1 Third-Party Services

The Services may contain links to or integrate with third-party websites, applications, services, or resources ("Third-Party Services"). These Third-Party Services may include wallet providers, blockchain explorers, decentralized applications, analytics services, news and information sources, and social media platforms. When you use or rely on any Third-Party Service, you do so at your own risk.

7.2 No Endorsement

The inclusion of any link or integration does not imply our endorsement of the Third-Party Service, our affiliation with the Third-Party Service provider, our verification of the Third-Party Service’s safety or legitimacy, or our guarantee of the Third-Party Service’s availability or functionality.

7.3 Third-Party Terms

Your use of Third-Party Services is governed by the terms and conditions of such Third-Party Services, the privacy policies of such Third-Party Services, and any other agreements you enter into with third parties.

7.4 Disclaimer of Liability

We are not responsible or liable for the content, accuracy, or availability of Third-Party Services, any damages or losses arising from your use of Third-Party Services, the privacy practices of Third-Party Services, or any transactions you conduct through Third-Party Services.

7.5 Third-Party Disputes

Any disputes you have with third parties are solely between you and such third parties. You agree to release the Company from any claims arising from such disputes.

8. DISCLAIMERS AND ASSUMPTION OF RISK

8.1 “As Is” Basis

THE SERVICES, THE SITE, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

8.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE INFORMATION PROVIDED WILL BE ACCURATE, RELIABLE, OR COMPLETE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR HARMFUL COMPONENTS. WE DO NOT WARRANT THE SECURITY OR RELIABILITY OF SMART CONTRACTS OR THE SUCCESSFUL COMPLETION OF BRIDGE OPERATIONS.

8.3 Third-Party Content

WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES, THE CONDUCT OF OTHER USERS, ANY DAMAGES RESULTING FROM THIRD-PARTY SERVICES OR CONTENT, OR THE ACCURACY OR COMPLETENESS OF THIRD-PARTY INFORMATION. THIS INCLUDES THIRD-PARTY BRIDGE PROTOCOL FAILURES OR ORACLE MANIPULATIONS.

8.4 No Professional Advice

NOTHING ON THE SERVICES CONSTITUTES INVESTMENT, FINANCIAL, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE, A RECOMMENDATION TO BUY, SELL, OR HOLD ANY DIGITAL ASSET, AN OFFER OR SOLICITATION OF ANY KIND, OR A GUARANTEE OF ANY INVESTMENT RETURN OR PERFORMANCE. THE SERVICES DO NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN ANY JURISDICTION. NO INFORMATION OR MATERIALS PROVIDED THROUGH THE SERVICES SHOULD BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION TO PURCHASE OR SELL ANY SECURITIES OR DIGITAL ASSETS. YOU SHOULD CONSULT APPROPRIATE PROFESSIONALS BEFORE MAKING ANY DECISIONS BASED ON INFORMATION PROVIDED THROUGH THE SERVICES.

8.5 Blockchain Risks

By using the Services or interacting with the MegaETH Protocol, you acknowledge and assume the risks of total or partial loss of digital assets, inability to access digital assets due to loss of private keys, smart contract vulnerabilities or exploits, hacking, theft, or security breaches, network congestion or technical failures, changes in network protocols or consensus mechanisms, forks or network splits, and regulatory actions or changes. Additional risks include bridge protocol failures resulting in asset loss, cross-chain message delivery failures, liquidity crises preventing asset redemption, and failures in multi-signature governance mechanisms.

8.6 Experimental Technology

You acknowledge that blockchain technology is experimental and evolving, the MegaETH Protocol is a novel implementation that may contain undiscovered vulnerabilities, layer-two solutions involve unique risks, and the technology may not function as intended. Bridge protocols are complex systems that may fail unexpectedly.

8.7 Regulatory Uncertainty

You acknowledge that the regulatory status of digital assets and blockchain technology is uncertain, laws and regulations may change, regulatory actions may adversely affect the Protocol or your digital assets, and you are responsible for compliance with applicable laws.

8.8 Voluntary Assumption and Release

YOU VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES AND THE PROTOCOL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE THE COMPANY, MEGALABS AS WELL AS OUR AND THEIR AFFILIATES AND SERVICE PROVIDERS, AND EACH OF OUR AND THEIR RESPECTIVE PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES AND AGENTS, AND EACH OF OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (TOGETHER, THE “COMPANY PARTIES”) FROM ANY AND ALL LIABILITY RELATING TO YOUR USE OF THE SERVICES OR THE PROTOCOL.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY COMPANY PARTIES BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR BUSINESS OPPORTUNITIES, LOSS OF USE OR DATA, LOSS OF GOODWILL OR REPUTATION, LOSS OF DIGITAL ASSETS OR VALUE, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ANY DAMAGES ARISING FROM THIRD-PARTY CONDUCT OR CONTENT, ANY DAMAGES ARISING FROM INTERRUPTION OR CESSATION OF THE SERVICES, ANY DAMAGES ARISING FROM BUGS, VIRUSES, OR OTHER HARMFUL CODE, OR ANY DAMAGES ARISING FROM ANY THIRD-PARTY SERVICES. THIS INCLUDES DAMAGES FROM BRIDGE PROTOCOL FAILURES OR EXPLOITS, SMART CONTRACT VULNERABILITIES, CROSS-CHAIN MESSAGE FAILURES, OR ORACLE MANIPULATIONS.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100).

9.3 Basis of the Bargain

You acknowledge that these limitations reflect the allocation of risk between the parties, these limitations are an essential element of the basis of the bargain between the parties, the Services would not be provided without these limitations, and you have had the opportunity to secure insurance against these risks.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and all Company Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to your (or your users’) use of the Services, your violation of these Terms, your violation of any third-party rights, your violation of any applicable law or regulation, any User Content you submit, your negligence or willful misconduct, your use of Third-Party Services, or any dispute between you and any third party. This includes claims arising from your participation in bridge operations, losses resulting from your wallet compromise, or regulatory actions resulting from your use of the Services. We will provide you with reasonable notice of any claim subject to indemnification and allow you to control the defense and settlement (subject to our approval, not to be unreasonably withheld). We reserve the right to assume exclusive control of the defense of any claim subject to indemnification and seek reimbursement from you for any settlements or judgments. Your indemnification obligations under this Section shall survive any termination of these Terms or your use of the Services.

11. DISPUTE RESOLUTION

11.1 Governing Law

These Terms and any dispute shall be governed by the laws of the Cayman Islands, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of the courts of the Cayman Islands.

11.2 Informal Resolution

Before initiating any formal proceedings, you agree to attempt to resolve any dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally for at least thirty (30) days after receiving notice.

11.3 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration under the Arbitration Act (As Revised) of the Cayman Islands. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, failing agreement within thirty (30) days, appointed by the Grand Court of the Cayman Islands upon application by either party. The arbitration shall be conducted in English, held in George Town, Grand Cayman, Cayman Islands, governed by the laws of the Cayman Islands, and kept confidential. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

11.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL PARTICIPATE IN OR SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.

11.5 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES.

11.6 Exceptions

The following disputes are exempt from arbitration: a) claims for injunctive relief to stop unauthorized use of the Services or protect intellectual property rights, b) claims that may be brought in small claims court, and c) claims that cannot be arbitrated under applicable law.

11.7 Limitation Period

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action arises, or such claim is permanently barred.

12. SITE MANAGEMENT AND MODIFICATIONS

12.1 Site Management

We reserve the right, but not the obligation, to monitor the Site and Services for violations of these Terms, take appropriate action against violators, including legal action, remove or disable access to any content that violates these Terms, suspend or terminate access to the Services, cooperate with law enforcement authorities, and otherwise manage the Services to protect our rights and property. We may monitor transactions for compliance with applicable regulations, and suspend bridge operations for security or compliance reasons.

12.2 Modifications to Services

We may at any time, without notice or liability, modify or discontinue any aspect of the Services, change fees or charges for use of the Services, impose limits on certain features or restrict access to parts of the Services, or terminate the Services entirely. The Services may be interrupted for maintenance, upgrades, or other reasons. We are not liable for any interruption of the Services and do not guarantee continuous, uninterrupted, or secure access to the Services.

12.3 Modifications to Terms

We reserve the right to modify these Terms at any time by posting updated Terms on the Site and updating the “Last Updated” date. Your continued use of the Services after we post modifications and after any notice period constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services immediately.

13. TERMINATION

You may terminate your use of the Services at any time by ceasing all use. We may suspend or terminate your access to the Services at any time for any or no reason, including immediately upon your breach of these Terms, if required by law, or if we cease offering the Services. Upon termination, your license to use the Services immediately ends, you must cease all use of the Services, and provisions of these Terms that should survive will continue to apply. We shall have no liability to you for any suspension or termination of your access to the Services.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other incorporated documents, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements.

14.2 Severability

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

14.3 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.4 Assignment

We may assign these Terms and our rights and obligations at any time without notice. You may not assign or transfer these Terms without our prior written consent, and any attempted assignment without such consent shall be void.

14.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. This includes blockchain network failures or systemic financial market disruptions.

14.6 Relationship of Parties

Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and the Company. You have no authority to bind the Company in any manner. For clarity, validators, sequencers, bridge operators, oracle providers, and other network participants are independent actors and not agents or representatives of the Company.

14.7 No Third-Party Beneficiaries

These Terms are for the benefit of you and the Company only. There are no third-party beneficiaries except that Company Parties are express third-party beneficiaries entitled to enforce these Terms directly.

14.8 Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms shall be construed without regard to any presumption or rule requiring construction against the party that drafted them.

14.9 Export Controls and Sanctions

You agree to comply with all applicable export and import control laws and regulations. You represent and warrant that you are not subject to any economic or trade sanctions, not on any denied party or sanctions list, and that your use of the Services will not cause the Company to violate any sanctions laws. You agree not to use the Services to launder money, finance terrorism, facilitate any criminal activity, or violate any anti-money laundering laws.

14.10 Notice

All notices may be provided through the Services, by email, or by posting on the Site. Notices to us must be sent by email to: [email protected].

14.11 Language

These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version shall prevail.

14.12 Survival

All provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, limitations of liability, indemnity provisions, and dispute resolution provisions.

APPENDIX 1: TERMINAL POINTS PROGRAM

This Appendix 1 applies to your participation in the Terminal Points Program, which is an Additional Service under the Terms. This Appendix 1 forms part of, and is incorporated into, the Terms. In the event of any conflict or inconsistency between this Appendix 1 and the other applicable provisions of the Terms, this Appendix 1 shall prevail solely with respect to the subject matter addressed herein. If you do not participate in the Terminal Points Program, then this Appendix 1 does not apply to you.

1. Overview

The Terminal Points Program ("Terminal", or "Terminal Program") is a points-based engagement tracking program designed to measure and reward participation in the MegaETH ecosystem. We reserve the right, in our sole discretion, to adjust, recalculate, reset, or remove any Points (as defined below) at any time.

Wallet Clustering: Users may connect one or multiple compatible digital wallets to a single, unified "Profile."

Earning Points: By engaging in specific actions through your connected wallets, you may accrue "Points." These Points are aggregated and tracked at the Profile level.

Seasons: Point accumulation is calculated over specific periods defined as "Seasons." We reserve the absolute right to determine the start and end dates of any Season, modify how Points are calculated, or pause/terminate the Terminal Program entirely at our discretion.

2. Purpose of Points

Terminal points ("Points") are used solely for the following purposes:

• Tracking your engagement and activity within the MegaETH ecosystem;
• Recognizing your contributions to the growth and development of the MegaETH network; and
• Providing the Company with historical engagement data that may, in the Company’s sole and absolute discretion, be considered for retrospective recognition of prior ecosystem participation, provided that no such recognition is promised, announced, committed to, or otherwise assured by the Company, and that no participant shall acquire any right, claim, or legitimate expectation to any token, asset, monetary reward, or other benefit by virtue of accruing Points.

3. Nature of Points; No Promise of Token Distribution

Points are not tokens, cryptocurrencies, digital assets, securities, or any other form of property. Points have no monetary value, are not transferable, and cannot be redeemed for cash or cash equivalents. Points do not represent or confer any ownership interest, equity, debt, or other claim in or against the Company or any other entity. Furthermore, Points do not constitute, and shall not be construed as constituting, an "investment contract," "security," "commodity," "swap," "financial instrument," or similar instrument under the laws of any jurisdiction. Your participation in the Terminal Program involves no investment of money, goods, services, or other consideration to the Company in exchange for Points or any future token, asset, or benefit, and you are not bargaining for, and shall not be deemed to have bargained for, any such token, asset, or benefit by virtue of your engagement with the Terminal Program.

POINTS DO NOT GUARANTEE ANY TOKEN ALLOCATION, AIRDROP, OR ANY OTHER FORM OF REWARD OR BENEFIT. Accumulation of Points creates no obligation on the part of the Company to deliver any token, asset, or benefit of any kind.

Any future reward ("Future Rewards") is entirely at the sole and absolute discretion of the Company. Future Rewards, if any, will be subject to:

• The Company’s determination of applicable eligibility criteria, which may differ from Terminal Program participation metrics;
• Applicable laws and regulations at the time of any such distribution, including U.S. federal and state securities laws;
• Applicable sanctions screening and compliance checks;
• Economic conditions and the Company’s financial position and strategic objectives at the time; and
• Eligibility criteria that may disregard, in whole or in part, any accumulated Points and that may apply engagement, contribution, geographic, regulatory, tax, sanctions, or other filters as the Company considers appropriate in its sole discretion.

The inclusion of "Future Rewards" in the Terms is solely to put participants on notice of the hypothetical and discretionary nature of any such reward.

4. Eligibility and Restrictions

By accessing Terminal, you represent and warrant that:

• No Investment Intent; No Expectation of Profits: You are participating in the Terminal Program solely to engage with the MegaETH ecosystem and not with any expectation of profit, return, dividend, yield, appreciation, or other financial benefit from the efforts of the Company, its affiliates, or any third party, and you understand and agree that the Terminal Program is not, and is not intended to be, an offering of securities or an investment scheme of any kind.
• No Insider Status: You are not a director, officer, employee, contractor, or agent of the Company, MegaLabs, or any of their affiliates, and you are not otherwise in a position to obtain or have obtained material non-public information concerning the Terminal Program or its parameters.
• Own Account: You are participating in the Terminal Program solely for your own account, using wallets that you lawfully own or control, and not on behalf of, or for the benefit of, any other person, and you are not acting as a nominee, custodian, or agent for any third party.
• No Prior Disqualification: You have not been previously disqualified, suspended, or removed from the Terminal Program or any other program operated by the Company or its affiliates, and no account or wallet previously associated with you has been terminated for violation of any applicable terms of use.

The Company reserves the right to disqualify any participant who it determines, in its sole discretion, does not meet the eligibility criteria.

5. Prohibited Conduct

You agree to participate in the Terminal Program in good faith and in accordance with the Terms. You must not:

• Use bots, scripts, automated tools, sybilling, wash trading, agentic spam or any other mechanism to artificially generate or farm Points or simulate engagement;
• Create multiple accounts or identities to accumulate additional Points or sell addresses or accounts;
• Engage in any form of fraudulent, deceptive, or manipulative conduct in connection with the Terminal Program;
• Utilize insider or privileged information to obtain Points or exploit the Terminal Program;
• Attempt to exploit bugs, vulnerabilities, or unintended features of the Terminal Program;
• Take any action that disrupts, damages, or interferes with the Terminal Program or the MegaETH network;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying logic of the Terminal Program or any related technology;
• Collect, harvest, scrape, or aggregate data about other participants or users of the Terminal Program without their express consent; or
• Use any VPN, proxy, or similar technology to circumvent any geographic, jurisdictional, or eligibility restriction imposed by the Terminal Program.

The Company reserves the right, in its sole discretion, to disqualify any participant, adjust or forfeit accumulated Points, and/or terminate access to the Terminal Program for any participant found to have violated the Terms or engaged in conduct that the Company deems harmful to the Terminal Program or the MegaETH ecosystem.

6. Modification of the Terminal Program

We reserve the right, in our sole discretion, to update, change, or modify the mechanics of the Terminal Program at any time. This includes the right to adjust how Points are calculated, or pause/terminate the Terminal Program entirely. Any changes will become effective immediately upon being published through our official channels. Your continued participation in the Terminal Program following any such changes constitutes your acceptance of those changes.

7. Data and Privacy

Your use of the Services is subject to our Privacy Policy. You acknowledge that blockchain transactions are public and permanent; your wallet address and transaction history are publicly visible; we cannot control the visibility of blockchain data; and third parties may analyze blockchain data to identify users. You acknowledge that your wallet addresses, transaction history, point balances, and Profile clustering data may be processed, aggregated, and publicly tracked using on-chain and off-chain data services for Terminal Program measurement and transparency. This data may be public. By participating, you consent to this tracking and data usage.

You further acknowledge and agree that (i) the Company does not act as a data controller or data processor in respect of on-chain data, which is controlled by the underlying blockchain network and its participants; (ii) to the extent the Company processes any personal data in connection with the Terminal Program (including in connection with sanctions screening, anti-abuse measures, or compliance with applicable law), it does so on the legal bases and for the purposes described in the Privacy Policy; (iii) the Company may share Terminal Program-related data with service providers, sanctions-screening vendors, law enforcement, and regulators where legally required or reasonably necessary to operate the Terminal Program or comply with applicable law; and (iv) where you are located in the European Economic Area, the United Kingdom, or another jurisdiction that affords you data-subject rights, such rights shall apply only to the extent technically and legally feasible, given the inherent characteristics of public blockchains.

8. Disclaimers

THE TERMINAL PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE TERMINAL PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

The Company is not responsible for any loss or damage arising from your participation in the Terminal Program, including without limitation any loss of Points due to technical error, network failure, or unauthorized access to your digital wallet(s).

The Terminal Points or any Future Rewards do not constitute an offer, recommendation, or solicitation to engage with digital assets, nor does it provide advice in any form. It is not intended for jurisdictions where such participation would violate laws or regulations. Participants must ensure compliance with applicable restrictions.

9. Third-Party Protocols and Services

Participation in the Terminal Program may involve, or give you exposure to, protocols, smart contracts, applications, bridges, wallets, decentralized exchanges, infrastructure providers, data services, and other products or services that are built on, or interoperate with, the MegaETH network and that are operated, deployed, or made available by third parties (collectively, "Third-Party Services"). The Company does not operate, control, audit, endorse, recommend, or guarantee any Third-Party Service, does not warrant that any Third-Party Service is safe, secure, functional, available, compliant with applicable law, or fit for any particular purpose, and is not responsible or liable for any act, omission, failure, exploit, loss, or other event arising from or relating to any Third-Party Service. Your interaction with any Third-Party Service is at your sole risk and is governed by the terms and policies (if any) of the applicable third party. The mere fact that a Third-Party Service is referenced in, interoperates with, or contributes to the calculation of Points in connection with the Terminal Program shall not be construed as an endorsement or warranty by the Company.

10. Taxes

You are solely responsible for determining, reporting, and paying any taxes applicable to your participation in the Terminal Program and any Future Rewards, if any, that may be delivered to you. The Company does not provide tax advice. You should consult your own tax advisors regarding the tax consequences of your participation in the Terminal Program in your jurisdiction(s) of tax residence.

11. Entire Agreement; No Reliance

The Terms (together with the applicable Privacy Policy) constitute the entire agreement between the participant and the Company with respect to the Terminal Program and supersede all prior or contemporaneous communications, understandings, representations, statements, or agreements (whether oral or written, and including any marketing materials, social-media posts, community statements, or other public communications) with respect to the Terminal Program. The participant acknowledges that it has not relied on any such prior or contemporaneous communication, understanding, representation, statement, or agreement in deciding to participate in the Terminal Program.

APPENDIX 2: KPI REWARDS PROGRAM

This Appendix 2 applies to your participation in the KPI Rewards Program, which is an "Additional Service" under the Terms. This Appendix 2 forms part of, and is incorporated into, the Terms. In the event of any conflict or inconsistency between this Appendix 2 and the other applicable provisions of the Terms, this Appendix 2 shall prevail solely with respect to the subject matter addressed herein. If you do not participate in the KPI Rewards Program, then this Appendix 2 does not apply to you.

1. Overview

The KPI Rewards Program ("Rewards Program") allows eligible users to voluntarily lock MEGA tokens ("Tokens") into a designated smart contract for the purpose of participating in reward distributions tied to the achievement of specified key performance indicators ("KPIs"). Participation in the Rewards Program is entirely voluntary and subject to the terms set forth herein.

2. Nature of the Program

2.1 Locking Mechanism

Users who participate in the Rewards Program agree to lock their Tokens in a smart contract such that their locked Tokens cannot be transferred, sold, pledged, delegated, or otherwise utilized while they are locked. Locked Tokens are not used for network validation or similar protocol functions. Withdrawal of Tokens may be subject to delays, conditions, or other limitations, including those arising from the operation of the applicable smart contracts.

2.2 Nature of Locking

The locking of Tokens in a smart contract pursuant to the Rewards Program does not constitute a sale, transfer, assignment or delivery of Tokens to the Company, and no consideration, payment, subscription, investment or similar exchange is paid or rendered to the Company as a result of any such locking. The Company does not pool, invest, trade, manage, custody, or otherwise deploy any users’ locked Tokens for the generation of returns, and such locked Tokens remain in the possession and control of the applicable user (subject to the operation of the relevant smart contract). No representation, guarantee, or commitment is made that the locking of Tokens will result in any reward of any particular amount or distributed at any particular time, or that the Program will continue to operate in any form.

2.3 Rewards

Participation in the Rewards Program may make users eligible to receive rewards, which are determined in accordance with these Terms (and any applicable Program Materials) and may vary based on a number of factors. However, participation does not give rise to any unconditional entitlement to rewards, and the availability, timing, or distribution of any rewards may be affected by technical, operational, or regulatory considerations. Thus, the Rewards Program should not be viewed as an investment opportunity or a source of expected financial return.

Any rewards that may be distributed under the Rewards Program shall be deemed supplementary recognition of eligible participants’ ongoing engagement with the MegaETH ecosystem as indicated through the locking of Tokens. No participant shall acquire any vested, contractual, legitimate-expectation, or other right to any such distribution merely by virtue of participating in the Rewards Program.

To the extent that any rewards become available to a participant, such rewards may be required to be affirmatively claimed by the participant through the applicable interface or smart contract functionality. Unless otherwise specified by the Company at the time of distribution, any rewards that remain unclaimed for a continuous period of five (5) years following the date on which such rewards first become claimable shall no longer be available to the participant and may instead be allocated to the Company or its affiliates. For the avoidance of doubt, unclaimed rewards that are allocated to the Company or its affiliates pursuant to the foregoing shall not give rise to any obligation or liability on the part of the Company or its affiliates.

The Company may, from time to time, provide additional details, requirements, or instructions relating to the Rewards Program (including with respect to eligibility, participation, reward calculations, claiming procedures, or other conditions) through the Rewards Program interface, website, or other official communication channels (collectively, "Program Materials"). Participation in the Rewards Program and eligibility to receive any rewards may be subject to such Program Materials, as updated from time to time. In the event of any inconsistency between such Program Materials and the Terms, the Terms shall prevail unless expressly stated otherwise.

2.4 User-Initiated Transactions

All interactions with the Rewards Program are initiated and executed by users through their own wallets. The Company does not initiate, control, or execute transactions on behalf of users. Users are solely responsible for reviewing and authorizing any transaction prior to submission to the blockchain.

3. KPI Determination and Rewards

The Company retains discretion, in accordance with the design and objectives of the Rewards Program, to establish, discontinue and/or modify any KPIs and to determine: (i) whether any KPI has been achieved, (ii) the timing of any such determination, (iii) the amount of rewards, if any, to be distributed, (iv) the method and timing of any such distribution, and (v) any other applicable KPI metrics.

Any rewards, if distributed, may be allocated pursuant to the methodology determined by the Company. The amount and timing of any rewards may be influenced by various factors, including but not limited to the timing of KPI determinations, overall participation in the Rewards Program, and operational or technical considerations.

The Company is under no obligation to establish KPIs or distribute rewards in any particular amount or at any particular time. Any estimates, projections, or references to potential rewards are provided for informational purposes only and do not guarantee any actual outcomes. For purposes of clarity, the Company intends to apply KPI determinations and reward decisions based on the objectives of the Program, but retains discretion as described above.

Following any determination by the Company that a KPI has been achieved, the Company may apply a review or confirmation period of seven (7) or more days prior to finalizing such determination. During this period, the Company may consider additional information, feedback, or other relevant factors in confirming or revising its determination. A KPI shall be considered achieved only upon the conclusion of any such review period, as determined by the Company.

The Company expects that aspects of the Rewards Program may, over time, incorporate more community-oriented processes, including governance or voting mechanisms, particularly in relation to the selection, weighting, or adjustment of KPIs and the allocation of rewards. Any such processes, if introduced, would be implemented at the Company’s discretion and may be modified or discontinued over time.

The Company may, from time to time, determine and modify the overall allocation of Tokens that may be made available in connection with the Rewards Program, taking into account a range of considerations relevant to the Program. Any references (whether in Program Materials or otherwise) to potential allocations, percentages, or amounts are provided for general informational purposes and may be subject to change. The Company also reserves the right to modify this Appendix 2 at any time as well as any of the Program Materials.

4. Company Participation and Conflicts

The Company may hold Tokens and participate in the Rewards Program, and as a result, be eligible to receive a portion of any rewards distributed under the Rewards Program. From time to time, the Company, its affiliates, and certain third parties may also participate pursuant to arrangements that differ from those applicable to other participants. In addition, in connection with its design and operation of the Rewards Program, the Company may take into account a range of considerations that are not always identical to those of other participants.

5. Eligibility, Screening, and Denial of Participation

5.1 Screening Requirements

Participation in the Rewards Program and eligibility to receive rewards may be subject to wallet screening, compliance checks, or know-your-customer (KYC) requirements established by the Company. The Company may conduct such checks on an ongoing basis, including after initial participation. The Company may determine, in its discretion, a user’s eligibility to participate in the Rewards Program or to receive rewards, and may limit, suspend, or discontinue participation or eligibility where appropriate.

5.2 No Prior Disqualification

You represent and warrant that you have not been previously disqualified, suspended, or removed from the Rewards Program or any other program operated by the Company, and that no account or wallet previously associated with you has been terminated for violation of any applicable terms of use.

5.3 Prohibited Conduct

You agree to participate in the Rewards Program in good faith and in accordance with these Terms. You shall not, and shall not permit any person acting on your behalf to: (i) engage in any form of fraudulent, deceptive, or manipulative conduct in connection with the Rewards Program; (ii) attempt to exploit any bug, vulnerability, or unintended feature of the Program or the underlying smart contract(s); (iii) take any action that disrupts, damages, or interferes with the Rewards Program, the MegaETH network, or any participant’s participation therein; (iv) collect, harvest, scrape, or aggregate data about other participants or users of the Program without their express consent; or (v) use any VPN, proxy, or similar technology to circumvent any geographic, jurisdictional, or eligibility restriction imposed by the Rewards Program. The Company may take reasonable steps to address situations where a participant does not comply with the Terms or where necessary to protect the integrity of the Rewards Program. This may include limiting participation, adjusting eligibility for rewards, or taking other appropriate measures as determined by the Company.

6. Risks

6.1 Assumption of Risk

Participation in the Rewards Program involves certain risks, including, without limitation, smart contract vulnerabilities/ upgrades, potential exploits or other security incidents, underlying network conditions, and market volatility.

Users are responsible for maintaining the security of their wallets, private keys, and digital assets. The Company does not have custody or control over user wallets or assets. Accordingly, the Company is not responsible for any loss, damage, or inability to access Tokens or participate in the Rewards Program arising from any of the foregoing risks or other related factors outside the Company’s control.

6.2 Regulatory and Legal Classification Risk

The regulatory treatment of programs such as the Rewards Program may evolve over time and can vary by jurisdiction. As a result, the Company may, where appropriate, modify certain aspects of the Rewards Program or limit participation in particular regions in order to address applicable legal or regulatory considerations. Such changes may affect participation in the Rewards Program, including the availability or timing of rewards.

7. No Fiduciary Duties

Nothing in the Terms or by participation in the Rewards Program shall be deemed to create any fiduciary, advisory, agency, partnership, joint venture, employer-employee, franchise, or similar relationship between users and the Company. The Company is not acting, and shall not be deemed to be acting, as a broker, dealer, investment adviser, commodity trading adviser, money transmitter, virtual asset service provider, exchange, clearing agency, or custodian in connection with the Rewards Program, and no provision of the Terms shall be construed to impose any such role or function on the Company. Participants are solely responsible for obtaining any legal, financial, or other professional advice that they consider appropriate in connection with their participation in the Rewards Program.

8. Disclaimer

To the fullest extent permitted by law, the Rewards Program is provided "as is" and "as available" without warranties of any kind.

9. Tax

Users are solely responsible for determining, reporting, and paying any applicable taxes arising from participation in the Rewards Program, including the receipt of any rewards. The Company does not provide tax advice and makes no representations regarding the tax treatment of any transactions or rewards.

10. Nature of Tokens, Locked Tokens, and Rewards

Tokens, locked Tokens, and any rewards distributed under the Rewards Program do not represent or confer any ownership interest, equity, debt, or other claim in or against the Company. None of the Tokens, the locked Tokens, the Rewards Program, or any rewards constitute, and none shall be construed as constituting, an "investment contract," "security," "commodity," "swap," "derivative," "financial instrument," "collective investment scheme," "pooled investment vehicle," "deposit," or any similar instrument or arrangement under the laws of any jurisdiction. The Rewards Program is not a managed investment scheme, and participation in the Rewards Program is not, and shall not be construed as, an investment of money in a common enterprise with an expectation of profits to be derived from the entrepreneurial or managerial efforts of the Company or any other party.

11. Entire Agreement; No Reliance

The Terms, and the applicable Privacy Policy and Program Materials constitute the entire agreement between the participant and the Company with respect to the Rewards Program and supersede all prior or contemporaneous communications, understandings, representations, statements, or agreements (whether oral or written, and including any marketing materials, social-media posts, community statements, or other public communications) with respect to the Rewards Program. The participant acknowledges that it has not relied on any such prior or contemporaneous communication, understanding, representation, statement, or agreement in deciding to participate in the Rewards Program.