Terms of Service

SPEEDYTURTLE TERMS OF SERVICE

PART 1 — FOUNDATIONAL PROVISIONS

Last Updated: [●] Effective Date: [●]

These Terms of Service (these “Terms,” “Terms of Service,” or this “Agreement”) constitute a legally binding agreement between you and SpeedyTurtle Technologies LLC, a Delaware limited liability company (“SpeedyTurtle,” “Company,” “we,” “us,” or “our”), governing your access to and use of the SpeedyTurtle platform, software, tools, interfaces, and related services.

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.

“Account” means any account, profile, login credentials, subscription record, referral identifier, or other access mechanism created or maintained by or for a User in connection with the Services.

“Applicable Law” means all applicable international, federal, state, provincial, territorial, and local laws, statutes, ordinances, rules, regulations, directives, orders, sanctions programs, regulatory guidance, and governmental requirements, including without limitation those relating to financial services, securities, commodities, derivatives, consumer protection, data protection, privacy, sanctions, anti-money laundering, and counter-terrorist financing.

“Blockchain” means a distributed, decentralized, public or permissionless ledger or similar technology, including any network, protocol, consensus mechanism, or smart contract system.

“Digital Asset” means any cryptographic, blockchain-based, or distributed-ledger-based digital representation of value or rights, including cryptocurrencies, tokens, stablecoins, utility tokens, governance tokens, NFTs, or similar assets, whether now known or later developed.

“Eligible Jurisdiction” means a jurisdiction in which (a) your access to and use of the Services is permitted under Applicable Law, (b) such access does not require SpeedyTurtle to obtain any license, registration, authorization, or regulatory approval it does not hold, and (c) such access does not expose SpeedyTurtle to sanctions, enforcement risk, or regulatory obligations inconsistent with its business model.

“Non-Custodial” means that SpeedyTurtle does not at any time take possession, custody, control, or dominion over Digital Assets, private keys, seed phrases, Wallet credentials, or transaction authority.

“Services” means all non-custodial software tools, applications, interfaces, bots, APIs, extensions, analytics, dashboards, documentation, content, and functionality made available by SpeedyTurtle, whether via web, mobile, browser extension, messaging platform, API, or otherwise.

“User,” “you,” or “your” means any individual or entity that accesses or uses the Services, whether directly or indirectly.

“Wallet” means a self-custodied digital wallet or account, controlled exclusively by you, that enables interaction with Blockchains or smart contracts.

“Key Infrastructure Provider” means a third-party cryptographic key management and transaction signing service (such as Turnkey) that performs secure signing operations on behalf of Users without providing SpeedyTurtle with access to private keys or seed phrases.

1.2 Interpretation

Unless the context otherwise requires:

  • headings are for convenience only and do not affect interpretation;

  • the words “include,” “includes,” and “including” are deemed to be followed by “without limitation”;

  • references to statutes include amendments and successor provisions;

  • references to “days” mean calendar days unless otherwise specified.

2. ACCEPTANCE OF TERMS; ELECTRONIC CONSENT

2.1 Binding Agreement

By accessing, browsing, installing, connecting to, or otherwise using any portion of the Services, you affirmatively acknowledge that you have read, understood, and agree to be bound by this Agreement, including all terms incorporated herein by reference.

If you do not agree to these Terms in their entirety, you must immediately discontinue all access to and use of the Services.

2.2 Electronic Acceptance

Your acceptance of these Terms is manifested by electronic means, including but not limited to clicking “I agree,” creating an Account, connecting a Wallet, subscribing to paid Services, or otherwise using the Services. You agree that such electronic acceptance constitutes a legally binding signature.

2.3 Authority to Bind

If you access or use the Services on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and all references to “you” shall refer to that entity.

3. ELIGIBILITY; USER REPRESENTATIONS

3.1 Age and Capacity

You represent and warrant that you:

(a) are at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher); (b) have full legal capacity to enter into this Agreement; and (c) are not prohibited from using the Services under Applicable Law.

3.2 Continuing Representations

You represent and warrant, on a continuing basis, that all information you provide to SpeedyTurtle is accurate, complete, and not misleading, and you agree to promptly update such information as necessary.

4. GEOGRAPHIC RESTRICTIONS; SANCTIONS; EXPORT CONTROLS

4.1 Prohibited Jurisdictions

You may not access or use the Services if you are located in, resident of, citizen of, incorporated in, or otherwise subject to the jurisdiction of any country, territory, or region where such access or use would:

(a) violate Applicable Law; (b) violate any sanctions program administered or enforced by the United States, the European Union, the United Kingdom, or the United Nations; or (c) require SpeedyTurtle to obtain any governmental authorization, license, or registration that it does not hold.

4.2 Sanctions Representations

You represent and warrant that neither you nor any person or entity that owns or controls you is:

  • listed on any sanctions or restricted party list, including those maintained by OFAC, the U.S. Department of Commerce, the EU, the UK, or the UN; or

  • acting on behalf of, or for the benefit of, any such person or entity.

4.3 Non-Circumvention

You agree not to use VPNs, proxies, Tor, location spoofing, or other technological means to conceal your location or circumvent geographic, legal, or regulatory restrictions. Any such attempt constitutes a material breach of these Terms.

5. NATURE OF THE SERVICES — TECHNOLOGY PROVIDER ONLY

5.1 Software-Only Services

SpeedyTurtle provides technology and software tools only. The Services consist solely of user-directed interfaces and automation logic that enable Users to interact with third-party Blockchains and smart contracts.

5.2 No Custody; No Control

SpeedyTurtle is strictly Non-Custodial. At no time does SpeedyTurtle:

  • hold, store, or safeguard Digital Assets;

  • control private keys, seed phrases, or Wallet credentials;

  • initiate transactions without your direct authorization;

  • have the ability to reverse, cancel, or modify blockchain transactions.

Third-Party Signing Infrastructure.

Certain cryptographic operations required to submit blockchain transactions may be performed by a Key Infrastructure Provider acting on your behalf. Such provider operates secure, isolated signing environments and does not disclose private keys, seed phrases, or raw cryptographic material to SpeedyTurtle. SpeedyTurtle cannot access, extract, or use any cryptographic signing material and cannot initiate transactions without your express authorization.

5.3 No Agency; No Fiduciary Relationship

You acknowledge and agree that:

  • SpeedyTurtle does not act as your agent, broker, dealer, intermediary, custodian, fiduciary, or advisor;

  • no fiduciary duties are created by this Agreement or your use of the Services;

  • all actions taken through the Services are initiated solely by you.

6. NO REGULATED ACTIVITY; NO ADVICE

6.1 No Investment, Legal, or Tax Advice

Nothing provided through the Services constitutes investment advice, legal advice, tax advice, accounting advice, or any recommendation regarding Digital Assets, strategies, or transactions.

6.2 Not a Regulated Entity

SpeedyTurtle is not registered as, and does not operate as:

  • a broker-dealer, investment adviser, or securities exchange;

  • a commodities trading advisor or futures commission merchant;

  • a money transmitter or money services business, except to the extent expressly required and disclosed by law.

7. MODIFICATION AND SUSPENSION OF SERVICES

SpeedyTurtle reserves the right, at any time and in its sole discretion, to modify, suspend, restrict, or discontinue any aspect of the Services, with or without notice, and without liability to you.

8. WALLETS, PRIVATE KEYS, AND TRANSACTION IRREVERSIBILITY

8.1 User-Controlled Wallets Only

To access or use the Services, you must connect or use a Wallet that you exclusively control. You acknowledge and agree that:

  1. SpeedyTurtle does not create, issue, host, manage, back up, or recover Wallets; (b) SpeedyTurtle does not generate, store, transmit, or have access to your private keys, seed phrases, passwords, or cryptographic credentials; (c) all Wallet-related security practices are solely your responsibility.

For avoidance of doubt, where a Key Infrastructure Provider is used, cryptographic signing is performed by such provider under your control and authorization, and SpeedyTurtle does not receive or control private keys, seed phrases, or transaction authority.

8.2 Sole Responsibility for Credentials

You are solely responsible for safeguarding:

  • private keys;

  • seed phrases or recovery phrases;

  • hardware wallets, devices, browsers, extensions, or environments used to access the Services.

Loss, compromise, or unauthorized access to your Wallet credentials may result in permanent loss of Digital Assets, and SpeedyTurtle bears no responsibility or liability for such loss.

8.3 Irreversible Transactions

You acknowledge and agree that:

  • blockchain transactions are irreversible once submitted to the network;

  • SpeedyTurtle cannot cancel, reverse, modify, or halt transactions;

  • incorrect addresses, incorrect parameters, or user error may result in permanent loss.

All transaction decisions and consequences are entirely your responsibility.

9. THIRD-PARTY PROTOCOLS, SMART CONTRACTS, AND NETWORK RISKS

9.1 Third-Party Protocols

The Services may facilitate interaction with third-party smart contracts, decentralized exchanges, liquidity pools, bridges, aggregators, or other protocols (collectively, “Third-Party Protocols”).

SpeedyTurtle does not:

  • own, operate, maintain, audit, or control Third-Party Protocols;

  • guarantee their functionality, security, availability, or correctness;

  • make representations regarding code quality, governance, or economic design.

9.2 Assumption of Risk

You expressly assume all risks arising from:

  • bugs, exploits, or vulnerabilities in smart contracts;

  • protocol upgrades, forks, or governance decisions;

  • oracle failures or inaccurate data feeds;

  • network congestion, reorgs, or outages;

  • malicious actors or sophisticated cyberattacks.

SpeedyTurtle shall not be liable for losses resulting from any Third-Party Protocol interaction, even if accessed via the Services.

9.3 Key Infrastructure Providers.

The Services rely on third-party Key Infrastructure Providers (such as Turnkey) to perform cryptographic signing and key management functions. SpeedyTurtle does not control, operate, or guarantee the availability, security, or performance of such providers. You acknowledge that failures, outages, or compromises of Key Infrastructure Providers may result in transaction delays, failures, or loss of access, and SpeedyTurtle shall not be liable for any such events.

10. FEES, PRICING, AND ESTIMATES

10.1 Service Fees

Certain Services may require payment of subscription fees or usage-based fees. All fees are disclosed prior to purchase and are non-refundable, except as required by Applicable Law.

10.2 Third-Party Fees

Your transactions may incur additional fees imposed by third parties, including:

  • blockchain “gas” or network fees;

  • protocol or liquidity provider fees;

  • bridge or routing fees.

SpeedyTurtle does not control and is not responsible for such fees.

10.3 Estimates and Errors

Any fee, pricing, execution, or performance information displayed through the Services is an estimate only. You acknowledge that:

  • estimates may be inaccurate;

  • prices may change between display and execution;

  • technical or data errors may occur.

You agree that you will not rely on displayed estimates as guarantees, and SpeedyTurtle shall not be liable for discrepancies.

11. REFERRAL, AFFILIATE, AND REWARD PROGRAMS

11.1 Program Availability

SpeedyTurtle may offer referral, affiliate, incentive, or reward programs (“Programs”) from time to time. Participation is voluntary and subject to additional terms incorporated by reference.

11.2 Nature of Rewards

You acknowledge and agree that:

  • rewards are not securities;

  • rewards do not represent ownership, equity, profit-sharing, or governance rights;

  • rewards are promotional in nature and may be modified, suspended, or revoked at any time.

11.3 Anti-Abuse and Discretion

SpeedyTurtle reserves the right to withhold, revoke, or claw back rewards if it reasonably suspects fraud, manipulation, wash trading, or abuse of Programs.

11.4 Taxes

You are solely responsible for determining and satisfying any tax obligations arising from rewards or incentives. SpeedyTurtle does not provide tax reporting or withholding.

12. REGULATORY, LEGAL, AND MARKET RISK DISCLOSURES

12.1 Market Risk

You acknowledge that Digital Assets are speculative and volatile. Market conditions may change rapidly, and you may lose all or substantially all of the value of your Digital Assets.

12.2 Regulatory Uncertainty

The regulatory treatment of Digital Assets and blockchain technologies is evolving and uncertain. Regulatory actions may:

  • restrict or prohibit certain assets or activities;

  • impose new compliance obligations;

  • require changes to, or suspension of, the Services.

You bear sole responsibility for understanding and complying with Applicable Law.

13. KYC / AML — EXPRESS NON-ONBOARDING FRAMEWORK

13.1 No Routine KYC or AML Onboarding

SpeedyTurtle does not conduct routine Know Your Customer (KYC), Anti-Money Laundering (AML), or identity verification checks as a condition of account creation, Wallet connection, or access to the Services.

Nothing in this Agreement shall be construed as:

  • an undertaking to perform KYC or AML checks on Users;

  • an admission that SpeedyTurtle is a regulated financial institution;

  • a representation that SpeedyTurtle is subject to ongoing customer due diligence obligations.

13.2 Discretionary Compliance Actions

SpeedyTurtle reserves the right, but does not assume an obligation, to request information or restrict access if it reasonably believes such action is necessary to:

  • comply with Applicable Law;

  • respond to lawful governmental requests;

  • mitigate legal, regulatory, or reputational risk.

Such actions are exceptional, discretionary, and do not create a general compliance duty or expectation.

14. ACCEPTABLE USE AND PROHIBITED CONDUCT

You agree not to:

  • violate Applicable Law or sanctions programs;

  • engage in fraud, manipulation, or deceptive practices;

  • interfere with or disrupt the Services or networks;

  • attempt unauthorized access to systems or data;

  • use the Services to harm others or infringe rights.

SpeedyTurtle may investigate violations and cooperate with authorities as required by law.

15. INTELLECTUAL PROPERTY RIGHTS

15.1 Ownership

All rights, title, and interest in the Services, including software, code, designs, trademarks, and content, are owned by SpeedyTurtle or its licensors.

15.2 Limited License

Subject to your compliance with these Terms, SpeedyTurtle grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for lawful purposes.

You may not copy, modify, distribute, reverse engineer, or exploit the Services except as expressly permitted by law.

16. USER CONTENT; DMCA-STYLE PROTECTIONS

16.1 User Content Defined

“User Content” means any content, data, text, code, messages, images, files, or other materials that you submit, upload, transmit, or otherwise make available through the Services.

16.2 Ownership and License

You retain ownership of your User Content. By submitting User Content, you grant SpeedyTurtle a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, modify, host, store, transmit, display, and distribute such User Content solely for the purpose of operating, maintaining, improving, and securing the Services.

16.3 Representations Regarding User Content

You represent and warrant that:

(a) you own or have all necessary rights to submit User Content; (b) your User Content does not infringe or misappropriate any intellectual property, privacy, publicity, or other rights; (c) your User Content does not violate Applicable Law or these Terms.

16.4 Monitoring and Removal

SpeedyTurtle has no obligation to monitor User Content but reserves the right to remove, disable, or restrict access to User Content at its sole discretion, including where it reasonably believes such content violates these Terms or Applicable Law.

17. WARRANTIES; DISCLAIMER OF WARRANTIES

17.1 User Warranties

You represent and warrant that your use of the Services:

  • complies with Applicable Law;

  • does not violate sanctions or export controls;

  • does not infringe third-party rights;

  • is undertaken at your sole risk.

17.2 DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WITHOUT LIMITING THE FOREGOING, SPEEDYTURTLE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SpeedyTurtle does not warrant that:

  • the Services will be uninterrupted, timely, secure, or error-free;

  • defects will be corrected;

  • the Services will meet your requirements or expectations.

18. LIMITATION OF LIABILITY

18.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPEEDYTURTLE OR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS (COLLECTIVELY, THE “SPEEDYTURTLE PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Liability Cap

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SPEEDYTURTLE PARTIES EXCEED THE GREATER OF:

(a) USD $100; or (b) the total fees paid by you to SpeedyTurtle for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

18.3 Basis of the Bargain

You acknowledge that the limitations of liability set forth in this Agreement are a fundamental element of the basis of the bargain between you and SpeedyTurtle and reflect an allocation of risk.

19. INDEMNIFICATION

19.1 Indemnity Obligation

You agree to defend, indemnify, and hold harmless the SpeedyTurtle Parties from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) your access to or use of the Services; (b) your violation of these Terms or Applicable Law; (c) your User Content; (d) your Digital Asset transactions or interactions with Third-Party Protocols.

19.2 Defense Control

SpeedyTurtle reserves the right, at its expense, to assume exclusive control of the defense of any matter subject to indemnification, in which case you agree to cooperate fully.

20. DISPUTE RESOLUTION; ARBITRATION; DELEGATION

20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions herein.

20.2 Mandatory Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) shall be resolved exclusively by final and binding arbitration, except as expressly provided below.

20.3 Arbitration Provider and Seat

Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, unless otherwise agreed.

20.4 Delegation Clause

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this Agreement is void or voidable.

21. CLASS ACTION WAIVER

YOU AND SPEEDYTURTLE AGREE THAT ALL DISPUTES SHALL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

If this waiver is found unenforceable, the arbitration provision shall be null and void as to such Dispute.

22. TERMINATION; SUSPENSION

SpeedyTurtle may suspend or terminate your access to the Services at any time, with or without notice, for any reason or no reason. Upon termination:

  • your license to use the Services immediately ceases;

  • Sections that by their nature should survive termination shall survive.

23. FORCE MAJEURE

SpeedyTurtle shall not be liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbances, labor disputes, power failures, network outages, or governmental actions.

24. MISCELLANEOUS

24.1 Entire Agreement

These Terms constitute the entire agreement between you and SpeedyTurtle regarding the Services and supersede all prior agreements or understandings.

24.2 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

24.3 No Waiver

Failure to enforce any provision shall not constitute a waiver.

24.4 Assignment

You may not assign these Terms without SpeedyTurtle’s prior written consent. SpeedyTurtle may assign freely.

24.5 Relationship of the Parties

Nothing herein creates any partnership, joint venture, agency, or employment relationship.

25. CONTACT INFORMATION

SpeedyTurtle Technologies LLC Email: [email protected]

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