TERMS OF SERVICE

1. THIS IS A BINDING AGREEMENT BETWEEN YOU AND TOKENWORKS

These Terms of Service ("Terms" or "Agreement") are entered into between You and TokenWorks. These Terms govern your access to and use of the Site(s), interaction with our Smart Contracts either through the Site(s) or directly through the relevant Smart Contract network, and any other software, websites, applications, APIs, webtools, third-party tools, experiences, features, or functionalities provided on or in connection with the Site(s) and all successor Site(s) thereto (collectively, the "Services").

Without limitation, these Terms govern your voluntary use of our Site or Services – whether past, present or future – for any purpose, including to view, connect, or interact with our Smart Contracts, deploy or interact with any "Strategy," or to otherwise initiate any blockchain transactions using your digital wallet through the Site. By continuing to use the Services, connecting a wallet, or initiating any transaction, you ratify and reaffirm that all prior activity conducted through the Services is and has been subject to these Terms as if they had been in effect at the time such activity occurred.

For the purposes of these Terms, "you" includes both you, the individual person or entity, and any digital wallet that you act on behalf of or use to access the Services.

2. MODIFICATIONS

TokenWorks reserves the right to change or modify these Terms or any aspect of the Services at any time in our sole discretion. If we make material changes, we will use reasonable efforts to provide notice of such changes, such as by updating the "Last Updated" date at the beginning of these Terms. TokenWorks is moving toward a purely deterministic, immutable Smart Contract deployment structure. TokenWorks reserves the right to modify its Smart Contract code or certain Smart Contract parameters or functionalities for the sole purpose of improving the Smart Contract functionality or user experience, in its sole discretion. Any future upgrades or parameter changes to TokenWorks-deployed Smart Contracts shall be disclosed through on-chain publication of the code, which will be made available through the Site or official TokenWorks communication channels. TokenWorks shall have no obligation to maintain any prior contract versions once upgraded.

By continuing to access or use the Services, you confirm your acceptance of the revised Terms effective as of the date they are updated. It is your sole responsibility to review these Terms periodically to ensure you understand the terms and conditions that apply when you access or use the Services.

To the extent any aspect of our Smart Contracts conflicts with these Terms, the publicly deployed Smart-Contract code shall control. Before invoking any Smart Contract function or performing any blockchain transaction, you will have the ability to review such transaction through Your digital wallet provider (i.e.,MetaMask). You represent and warrant that you have reviewed, understand, and consent to the operation of all Smart Contracts that you interact with through the Site.

In the event of a blockchain fork, upgrade, or migration, TokenWorks may determine, in its sole discretion, whether and how to support any resulting network or token. TokenWorks bears no responsibility for any loss, incompatibility, or duplication of assets arising from such events.

3. LEGAL CAPACITY TO USE THE SERVICES

You expressly represent and warrant that you have the right, authority, and capacity to enter into this Agreement on behalf of yourself and any third-party individual, entity, or digital wallet for which you are acting. You must be over the age of majority in your jurisdiction and at least thirteen (13) years old. Users under eighteen (18) may only use the Services through a parent or guardian who separately agrees to these Terms.

If you use our Services on behalf of another person, a company, partnership, protocol, smart contract, DAO, project, or other entity, "you" includes both you and that entity, and you represent that (i) you are authorized to bind the entity to these Terms, (ii) you are authorized to initiate blockchain transactions on its behalf, and (iii) you agree to these Terms on the entity's behalf.

4. YOUR LEGAL RESPONSIBILITIES

You are solely responsible for determining, understanding, and discharging any legal obligations applicable to your use of the Services, including compliance with tax, securities, sanctions, and anti-money-laundering laws. TokenWorks is not responsible for determining, withholding, or remitting any taxes or fees associated with your use of the Services or any blockchain transaction. You agree not to use our Smart Contracts in any manner that violates applicable law. Nothing in these Terms, or any statements from TokenWorks, including statements made through the official TokenWorks X (formerly Twitter) account (@token_works) should be construed as legal, tax, or investment advice.

5. DATA PRIVACY

All blockchain interactions are publicly viewable on their respective networks. By using the Services, you understand that your wallet address and transaction data may be publicly accessible and permanently recorded on the blockchain. TokenWorks does not control and cannot delete or obscure such information.

6. THE SERVICES RELY ON EXPERIMENTAL TECHNOLOGIES

The Services interact with public blockchains, including but not limited to Ethereum, Ethereum Layer-2 (L2) Networks, and other networks, protocols, and smart contracts not designed by or controlled by TokenWorks. These networks may involve the operation of self-executing smart contracts that are deterministic, irreversible, and under the control of third-parties. TokenWorks provides tools to enable voluntary interaction with these technologies through compatible digital wallets. Your use of these technologies involves significant risks—including hacks, Smart Contract vulnerability, malicious actors deploying or interacting with Strategies, Sybil attacks, exploits, bugs, and regulatory uncertainty—for which TokenWorks has no control and bears no responsibility. TokenWorks does not and cannot guarantee uninterrupted access, error-free operation, functionality, or compatibility of any smart contracts, assets, or protocol to which any of our Smart Contracts interact, invoke, or otherwise functionally depend upon, nor does it guarantee that other users of the Smart Contracts will not engage in malicious or deceptive behavior. You acknowledge that all blockchain transactions are final and irreversible, that transaction fees ("Gas Fees") are set by network demand, and that TokenWorks has no control over Gas fees. TokenWorks does not and cannot verify or confirm the authenticity, source, or success of any blockchain transaction initiated through the Services. You are solely responsible for ensuring that all transaction data, wallet addresses, smart contract interactions are accurate. TokenWorks disclaims all liability for failed, stuck, or front-run transactions, including those affected by network congestion, maximal extractable value (MEV), malicious third parties, or third-party RPC node errors. The Services are experimental prototypes provided solely for educational, artistic, and informational purposes. TokenWorks makes no representations that the Services will operate in any particular manner or produce any economic return. You acknowledge that the Services are not deployed for profit generation, investment solicitation, or speculative trading.

7. THE TOKENWORKS SMART CONTRACTS ARE NON-CUSTODIAL

TokenWorks' Smart Contracts are non-custodial and autonomous. Once deployed, we no longer take control or manage any deployed Smart Contract. You retain full custody and control of your digital wallet and deployed smart contracts. TokenWorks never takes possession of or controls any User assets or private keys. TokenWorks never has custody or possession of any of your assets or any NFT assets held within any Strategy protocol. TokenWorks will never ask for or require knowledge of your private keys. TokenWorks does not act as an intermediary, broker, money-services business, or fiduciary.

The Services merely enable interactions with on-chain protocols. TokenWorks does not intermediate trades, store funds, or manage Strategy parameters. The parameters of any given Strategy are controlled by, or at the direction of, the person or entity that caused the deployment of the given Strategy. You understand and agree that all transactions initiated through your wallet are voluntary transaction executed directly by You on-chain and are completely outside TokenWorks' control once submitted. All transactions are final and irreversible. TokenWorks disclaims any responsibility for the outcome of any transaction performed by You using the Services.

TokenWorks may facilitate access to third party Smart Contracts or services through the Site. TokenWorks assumes no duty to facilitate access to, maintain, or otherwise make available for you to use any particular functions or aspects of the Smart Contracts. You understand and agree that you are able to make full technical use of our Smart Contracts, and your deployed Smart Contracts, without using the Site and that you do not need to rely upon the Site or Services to make use of our Smart Contracts, any Strategy, or any of your assets.

8. NO AFFILIATION WITH UNDERLYING PROJECTS OR TECHNOLOGIES

TokenWorks is not affiliated with or endorsed by any NFT collection, creator, intellectual property, or marketplace that may use TokenWorks Services or Smart Contracts to deploy a Strategy. Any references by TokenWorks to any NFT collections, projects, or recognizable intellectual property are for nominative and descriptive purposes only. TokenWorks makes no representations or warranties regarding any third-party collection or its smart contracts, and cannot ensure that third-party contracts will remain functional or compatible with the Strategies.

9. USER CONSENT TO PROGRAMMATIC OPERATIONS AND FEES

By using the Services and interacting with any Strategy or Smart Contract, you acknowledge, understand, and expressly consent to the automated, programmatic, and autonomous operation of the Smart Contracts and respective Strategies. You authorize their execution and consent to all conceivable resulting outcomes, calculations, outputs, functionalities, or effects, including but not limited to transfers, mints, burns, token issuances, NFT listings, offers, NFT purchases or sales, redistributions, reallocations, or any other on-chain actions defined by the applicable Smart Contract.

These operations may include, without limitation: (i) minting, issuing, or purchasing tokens or NFTs; (ii) selling, swapping, listing, buying, offering, or transferring tokens or NFTs; (iii) burning or otherwise permanently removing digital assets from circulation; (iv) redistributing, reassigning, or reallocating assets or tokens pursuant to the logic of the applicable Smart Contract; (v) interacting with decentralized exchanges or liquidity pools; and (vi) triggering or settling any other on-chain transactions or protocol-defined outcomes.

You further acknowledge and agree that: (a) All Smart Contract operations are self-executing, irreversible, and final, and TokenWorks has no ability to reverse, modify, or cancel any transaction once submitted to the blockchain; (b) Strategies are open-source, permissionless systems that operate solely according to their code, and TokenWorks cannot halt, alter, or intervene in their execution; (c) The Smart Contracts may calculate, deduct, or require payment of network transaction fees ("Gas Fees") or other programmatic fees, which are determined by blockchain network conditions and are outside TokenWorks' control; (d) Certain Strategies or Smart Contracts may include embedded fee mechanisms, royalties, commissions, or other programmatic deductions automatically distributed to predefined addresses designated by third parties or wallets as encoded in the Smart Contract; (e) TokenWorks does not control, receive, or direct any such fees unless expressly stated in the relevant Smart Contract code; and (f) All values, conversions, exchange rates, and market conditions affecting any digital asset are volatile, independent of TokenWorks, and beyond its influence.

By initiating any transaction, connecting a wallet, or interacting with any Smart Contract through the Services, you represent that you have reviewed and understood the Smart Contract functions, parameters, and fee logic, and that you voluntarily assume all risks associated with those operations—including potential loss of funds, errors in execution, or unintended results arising from automated code execution, market fluctuations, or user input.

10. NO PARTNERSHIP OR AFFILIATION

All users of the Services—including but not limited to deployers of Strategies, developers, holders or users of Strategy tokens, and participants in any coordinated on-chain or off-chain activity—act independently and on their own behalf. Your access to or interaction with the Services, Smart Contracts, or any Strategy does not create or imply any partnership, joint venture, agency, employment, fiduciary, or other relationship of trust, reliance, or association between you and TokenWorks, or between any users of the Services. TokenWorks provides non- custodial, autonomous tools that may enable or facilitate user interaction, coordination, or shared participation in Strategies or other Smart Contracts. Such functionality is purely technological and does not give rise to any shared ownership, control, management, or liability between TokenWorks and any user, or among users themselves.

Users who deploy Strategies or Smart Contracts through the Services do so solely in their individual capacity and assume full responsibility for the functionality, configuration, compliance, and consequences of those deployments. TokenWorks does not endorse, supervise, audit, or guarantee any user-deployed Strategy, Smart Contract, or token and bears no responsibility for their operation, outcomes, or effects.

Any governance, voting, or coordination features accessible or expressible through the Services are provided merely as neutral technical mechanisms. They do not confer decision-making authority, fiduciary obligations, or partnership status on TokenWorks or any other participant. All actions taken through or in connection with the Services are voluntary, autonomous, and undertaken at the user's own risk.

11. MARKET AND THIRD-PARTY INDEPENDENCE

The Services may facilitate access to decentralized exchanges, NFT marketplaces, or other protocols that operate independently of TokenWorks. TokenWorks does not control, endorse, or assume responsibility for the operation of such platforms. You are solely responsible for evaluating the legitimacy, safety, and functionality of any external services you use in connection with the Services or any Strategies deployed using the Services.

12. INSIDER INFORMATION AND MARKETING CONDUCT

You agree not to use or share non-public information about Strategy deployments, token launches, or configuration details to trade, speculate, or otherwise seek profit. You further agree not to market or promote any Strategy or token as an investment, profit opportunity, or security. All marketing and communications are your sole responsibility, and TokenWorks disclaims all liability for user or third-party statements.

13. NON-RELIANCE

You represent that you are knowledgeable and experienced in blockchain technology and digital assets. You have conducted your own independent investigation of the Services and Smart Contracts and have not relied upon any statement, omission, or representation by TokenWorks other than those expressly set forth in these Terms. You understand that Strategies are experimental protocols and may fail, perform unpredictably, or be exploited. You assume all associated risks.

14. ACCESSING AND USING THE SERVICES

Access to the Services requires a compatible digital wallet. By connecting a wallet, you represent that you are its lawful owner and that you are solely responsible for safeguarding your private keys and seed phrase. TokenWorks has no control over and cannot assist with lost keys, compromised wallets, or unauthorized access. Your wallet and all assets therein are your exclusive responsibility.

15. THE SERVICES ARE TOKENWORKS' PROPERTY

You acknowledge and agree that TokenWorks owns all legal rights, title, and interest in and to the Site, documentation, the proprietary components of the Services, and all trademark interests in the names TokenWorks, NFTStrategies, and the ticker suffix $STR. TokenWorks retains intellectual-property rights in the Site, Services, Smart Contract, source code, designs, and trademarks, subject to any applicable open-source licenses. Your use of the Services does not grant you any ownership or license rights except as expressly stated herein. Certain components of the Services may be released under open-source licenses. To the extent you submit code, comments, ideas, or other contributions to TokenWorks, whether through public statements or a repository or open-source project, you grant TokenWorks and the public a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, modify, and distribute such contributions. You agree not to assert any intellectual-property claim against TokenWorks or other users arising from their lawful use of such open-source materials.

16. LICENSE TO USE THE SERVICES

TokenWorks grants you a limited, non-exclusive, non-transferable, revocable, and non- sublicensable license to access and use the Services solely in accordance with these Terms.Your license is conditioned upon lawful use. TokenWorks reserves the right to suspend or restrict access at any time for any reason, including suspected violation of these Terms or applicable law.

17. INCIDENT REPORTING

TokenWorks encourages responsible disclosure of security vulnerabilities. To report a potential issue, please contact inquire@token.works. TokenWorks does not provide bounties or compensation unless expressly stated.

18. YOU MUST OBEY THE LAW

You agree to use the Services only in compliance with all applicable laws, including those governing securities, commodities, money transmission, anti-money-laundering, and sanctions. You further agree not to: (i) use the Services for illegal, fraudulent, or unauthorized purposes; (ii) distribute malware or harmful code; (iii) misrepresent affiliation with TokenWorks or any NFT project; (iv) interfere with network operations or engage in Sybil or denial-of-service attacks; (v) manipulate market activity; (vi) use the Services in any way that violates sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") or any other applicable authority; (v) use the Services for any harmful, deceitful, or unlawful purpose; (vi) or attempt to interact with the Site or Smart Contracts for the purpose of unjustly enriching yourself at the expense of others.

19. PROHIBITED PERSONS

The Services may not be used in any jurisdiction where their use would be unlawful or require registration or licensing of TokenWorks. TokenWorks reserves the right to restrict access by IP geolocation or wallet address where legally required. You represent and warrant that you are not: (i) located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (ii) identified on any U.S. or international sanctions list, including OFAC's Specially Designated Nationals list; or (iii) acting for or on behalf of any such prohibited person or entity. TokenWorks may block or restrict your access to the Services if it believes you have violated any aspects of these Terms.

20. THIRD-PARTY SERVICES

The Services may include links or functionality connecting to third-party websites, smart contracts, or applications ("Third-Party Services"). TokenWorks does not review, endorse, or control these Third-Party Services and is not responsible for their content or performance. You use all Third-Party Services at your own risk and are subject to their respective terms and conditions.

21. USER FEEDBACK

You may provide comments, bug reports, or other feedback about the Services ("Feedback"). You grant TokenWorks a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and disclose your Feedback for any purpose without compensation.

22. NO INVESTMENT OR FINANCIAL ADVICE

All information made available through the Services or by TokenWorks is for informational purposes only. TokenWorks does not provide investment, financial, tax, or legal advice. You acknowledge that no Strategy token constitutes a security, investment contract, or financial instrument under applicable law, and that your participation in any Strategy is at your sole risk. No token, NFT, or digital item associated with the Services is offered or sold by TokenWorks as an investment or security. The Services do not constitute an offer to sell or the solicitation of an offer to buy any financial instrument. Users are solely responsible for determining whether their use of any token complies with applicable laws in their jurisdiction. Any competitive, leaderboard, or reward functionality associated with the Services is intended solely for entertainment and experimentation. No feature or outcome within the Services should be interpreted as a financial reward, staking mechanism, investment return, or promise of profit. TokenWorks does not guarantee that any tokens, NFTs, or digital items have or will ever have monetary value.

23. REPRESENTATIONS AND WARRANTIES REGARDING DEPLOYED STRATEGIES AND INTELLECTUAL PROPERTY

By deploying, configuring, or otherwise making available any Strategy, Smart Contract, or on- chain mechanism through the Services, you represent and warrant to TokenWorks that: (i) You have full right, title, authority, and capacity to create, deploy, configure, and make available such Strategy; (ii) If the Strategy references, controls, includes, displays, encodes, or otherwise involves or interacts with any NFT or other digital assets containing or referencing any artwork, image, text, sound recording, audiovisual work, metadata, name, likeness, logo, trademark, brand, or any other form of intellectual property (collectively, "IP Content"), you have obtained all necessary rights, licenses, permissions, and consents from the applicable rights holders to use, reproduce, display, perform, distribute, and otherwise incorporate or exploit such IP Content; (iii) You will not deploy any Strategy that infringes, misappropriates, dilutes, or otherwise violates the intellectual-property, publicity, moral, or privacy rights of any third party; and (iv) Any wallet address, smart contract, DAO, account, or other destination you designate within a Strategy to receive royalties, revenue, proceeds, or other value belongs to the lawful recipient entitled to such payments or benefits. You represent and warrant that no other person or entity holds a superior legal or equitable claim to those funds or proceeds. You further release, waive, and discharge TokenWorks from any and all liability, claims, or demands—known or unknown, suspected or unsuspected, asserted or unasserted—arising out of or related to any alleged or actual infringement or misuse of intellectual property contained in or referenced by a Strategy you deploy.

24. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless TokenWorks, its officers, directors, employees, contractors, affiliates, and successors (collectively, the "TokenWorks Parties") from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your use or misuse of the Services; (ii) your violation of these Terms or any applicable law; (iii) your violation, infringement, misappropriation, or dilution of any intellectual-property, proprietary, privacy, publicity, moral right or contractual right of any third party; (iv) any Strategy, Smart Contract, or on-chain mechanism you deploy, configure, or authorize through the Services, including without limitation any inclusion of or reference to copyrighted material, trademarks, trade dress, names, likenesses, or other protected content without proper authorization; (v) any designation of a wallet address, account, or recipient to receive royalties, revenues, proceeds, or other value from a Strategy or Smart Contract, including any claim that such address or recipient was not the lawful or rightful beneficiary of such payments; and (vi) any promotional, marketing, or public statements made by you relating to a Strategy, Smart Contract, or the Services.

TokenWorks may, at its sole discretion, assume control of the defense of any matter for which you owe indemnification. You agree to cooperate fully with TokenWorks in any such defense, including providing all information, records, and access reasonably requested.

You further release and discharge the TokenWorks Parties from any and all liability, claims, or demands—known or unknown, suspected or unsuspected, asserted or unasserted—arising out of or relating to any alleged or actual infringement, misappropriation, or misuse of intellectual property or proceeds associated with a Strategy or Smart Contract you deploy. This indemnification, release, and cooperation obligation shall survive the termination of these Terms and your use of the Services.

25. DISCLAIMERS

The Services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind. To the maximum extent permitted by law, TokenWorks disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

TokenWorks does not warrant that the Services will function uninterrupted, be free of errors, vulnerabilities, or exploits, or that any Strategy will perform as expected. There is the risk of known and unknown errors, bugs, exploits, or vulnerabilities with the Smart Contracts which may interfere with your expected use or enjoyment of the Smart Contracts.

26. ACKNOWLEDGMENTS; ASSUMPTION OF RISK

By using the Services, you acknowledge and accept the following risks, among others: (i) Smart- contract bugs or exploits may result in loss of assets; (ii) NFT marketplaces or underlying collection smart contracts may change, fail, or become incompatible with our Site or Smart Contracts; (iii) Gas fees or network congestion or errors outside TokenWorks' control; (iv) Market volatility may affect the price, liquidity, or availability of any token or asset interacting with our Smart Contracts; (v) Regulatory developments may adversely impact blockchain systems and that may result in the discontinuation of any of our Smart Contracts; (vi) final, irreversible, and public transactions; (v) known and unknown errors or bugs affecting the Smart Contract that may affect their intended or expected operation; (vi) malicious third parties who interact with, exploit, or use the Smart Contract in a deceptive or unintended manner; (vii) the volatile price of Ethereum may impact the functionality, usability, logic, practicality, intended purpose of the Smart Contracts. You assume total responsibility for any losses or damages to yourself or others arising from these risks.

27. LIMITATION OF LIABILITY

To the fullest extent permitted by law, TokenWorks and the TokenWorks Parties shall not be liable for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profits, data, or goodwill arising out of or relating to the Services or these Terms. In no event shall TokenWorks' aggregate liability exceed the lesser of (a) $100 USD or (b) the amount directly paid by you directly to TokenWorks for use of the Services giving rise to the claim.

28. ARBITRATION; CLASS ACTION WAIVER

29. GOVERNING LAW

These Terms and your use of the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

30. TERMINATION

If you breach these Terms, all rights granted to you by TokenWorks shall terminate automatically. TokenWorks may suspend or terminate your access to the Services at any time for any reason, without liability or obligation to you.

31. SEVERABILITY

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

32. SURVIVAL

All provisions that by their nature should survive termination—including those relating to disclaimers, indemnification, limitation of liability, arbitration, and governing law—shall survive any termination of these Terms.

33. MISCELLANEOUS

These Terms constitute the entire agreement between you and TokenWorks regarding your use of the Services and supersede any prior agreements. TokenWorks' failure to enforce any right or provision shall not constitute a waiver. TokenWorks may assign these Terms freely; you may not assign them without our prior written consent. The Services are operated by TokenWorks in the United States. Users accessing the Services from outside the U.S. do so at their own initiative and are responsible for compliance with local laws.

If you have any questions about these Terms, please contact inquire@token.works.