Terms and Conditions
Effective Date: 20th September 2025
Last updated: 1st June 2026
These terms and conditions (the "Agreement" or "Terms") constitute the agreement between the user ("User" or "you") and AI Seer Pte. Ltd. (the "Company", "we", "us" or "our") governing the use of the ArAIstotle application together with any associated websites, interfaces, APIs, browser extensions, plug-ins, software, dashboards, terminals, monitoring tools, referral functionality, token-gated functionality and other products or services offered by the Company from time to time, including without limitation the website at araistotle.facticity.ai, the ArAIstotle Truth Terminal, the Prediction Markets Analytics feature set, Social Monitoring features, Keyword Monitoring features, Referral Program and the utility functions of the $FACY token (collectively, the "Application").
By clicking "I Agree", creating an account, connecting a wallet to the Application, holding, staking, transferring or using $FACY to access any part of the Application, purchasing or using any paid Subscription, participating in any Referral Program, submitting any account, keyword, claim, prompt, URL, file, wallet address or other input to the Application, or otherwise accessing or using the Application, you acknowledge that you have read, understood, and agree to be bound by this Agreement and any and all Appendices attached to the Agreement. If you do not accept this Agreement, you must immediately discontinue your use of and access to the Application.
The Company reserves the right to modify this Agreement at any time. If the modifications constitute a material change to the Agreement, the Company will take reasonable efforts to notify the relevant individuals and/or entities.
1. DEFINITIONS AND INTERPRETATION
In this Agreement, the following words and expressions shall have the following meanings:
1.1. "AML" means anti-money laundering.
1.2. "Applicable Laws" means any statutes, regulations, regulatory constraints, obligations, rules, notices, guidelines, codes of practice, directions, sanctions requirements, licensing requirements or other requirements in Singapore or any other relevant jurisdiction which has jurisdiction over the User and/or the Company, interpreted in accordance with any guidance, code of conduct or similar document published by any regulatory authority. Applicable Laws include, without limitation, laws governing gambling, wagering, betting, lotteries, prediction markets, derivatives, commodities, securities, capital markets products, financial advice, payment services, digital payment tokens, digital token services, consumer protection, anti-money laundering, counter-financing of terrorism, counter-proliferation financing, sanctions, advertising, marketing, data protection, privacy, cybersecurity, platform access and online safety.
1.3. "Analytics Output" means any informational, analytical, probabilistic, statistical, scoring, ranking, sentiment, credibility, misinformation, market-analysis, monitoring, alert, social-signal, keyword, dashboard, chart, model-derived commentary or similar output generated, displayed, exported or otherwise made available through the Application, including through the Truth Terminal, Prediction Markets Analytics, Social Monitoring and Keyword Monitoring features.
1.4. "CFT" means combating the financing of terrorism.
1.5. “Company Parties” means the Company and its affiliates, and each of their respective shareholders, directors, officers, employees, agents, contractors, service providers, advisers, licensors, representatives, successors and permitted assigns.
1.6. “CPF” means counter-proliferation financing.
1.7. “Digital Token” means any digital representation of value that is expressed as a unit, is not denominated in any currency and is not pegged by its issuer to any currency, and which can be transferred, stored or traded electronically, including $FACY and any token supported by the Company from time to time in connection with the Application.
1.8. "Feedback" means suggestions, comments, complaints, ratings, corrections or other input regarding the Application, including the user experience of the Application.
1.9. "Force Majeure Event" means any circumstances beyond the reasonable control of the affected party, including riot, civil unrest, war, act of terrorism, threat or perceived threat of act of terrorism, disaster, earthquake, extraordinary storm, lock-out or other industrial dispute, public internet failure, blockchain network failure, oracle failure, API failure, loss or unavailability of third-party data feeds, platform restriction, rate limit, account suspension, regulatory action, or changes in Applicable Law, to the extent that those circumstances materially affect the ability of the party relying on those circumstances to perform its obligations under this Agreement.
1.10. "Intellectual Property" or "IP" means any intellectual property, whether registered or unregistered, including trademarks, service marks, rights in trade names, business names, trading and company names, logos or get-up, patents, rights in inventions, registered and unregistered design rights, copyrights, database rights, rights in software, rights in algorithms, rights in model architecture, rights in training processes, trade secrets, know-how and all other similar proprietary rights in any part of the world, including any registration of such rights and applications and rights to apply for such registrations or any extension to such registrations.
1.11. "Keyword Monitoring" means any feature of the Application through which Users may submit, select, configure or view keywords, hashtags, cashtags, URLs, topics, accounts, handles, search strings or other terms for the purpose of monitoring, analyzing or surfacing publicly available content from X or other third-party platforms, subject to any technical, contractual, regulatory or operational restrictions that may apply.
1.12. "Paid Subscriber" means a User whose paid Subscription is active, fully paid and not suspended, terminated, refunded, charged back or otherwise invalidated at the relevant time.
1.13. "Personal Data" means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the organization has or is likely to have access.
1.14. "Prediction Market" means any external market, venue, smart contract, application, protocol, exchange, website or platform on which participants may buy, sell, stake, wager, trade, mint, redeem or otherwise take positions on the outcome of future events, including event contracts, binary options, parimutuel pools, outcome tokens, conditional tokens or similar instruments, whether operated on-chain or off-chain and whether or not licensed under any Applicable Law.
1.15. "Prediction Markets Analytics" means the optional feature set made available by the Company through the Application and the Truth Terminal that surfaces, references, organizes, compares, comments on or analyses publicly available or third-party Prediction Market information, together with Company-generated informational analysis relating to claims, narratives, events, questions, contracts or markets that may be listed, referenced or discussed on one or more Prediction Markets.
1.16. "Referral Program" means any referral, invite, ambassador, promotional or similar program operated by the Company from time to time under which eligible Users may invite other persons to access or use the Application, subject to this Agreement and any program rules displayed by the Company.
1.17. "Referee" means a person who is invited to access or use the Application through a referral link, referral code, invite mechanism or other referral process recognized by the Company.
1.18. "Referrer" means a User who invites a Referee to access or use the Application through a referral link, referral code, invite mechanism or other referral process recognized by the Company.
1.19. "SIAC" refers to the Singapore International Arbitration Centre.
1.20. "SIAC Rules" refers to the Arbitration Rules of the Singapore International Arbitration Centre.
1.21. "SIMC" refers to the Singapore International Mediation Centre.
1.22. "Social Monitoring" means any feature of the Application through which the Application monitors, analyses, indexes, summarizes, scores, surfaces or otherwise processes publicly available accounts, posts, reposts, replies, quotes, engagement metrics, profile information or other content from X or any other third-party platform designated by the Company from time to time.
1.23. "Staking Tier" means a tier status, such as Silver, Gold or Platinum, determined by the Company by reference to the User's staking activity, $FACY holdings, lock-up period, participation level or other criteria designated by the Company from time to time.
1.24. "Subscription" means the optional, paid tier of the Application offered by the Company from time to time.
1.25. "Third-Party Market" means any Prediction Market, exchange, venue, protocol, smart contract, application, website, platform or service operated by a person other than the Company.
1.26. "Truth Terminal" means the ArAIstotle Truth Terminal interface accessible at araistotle.facticity.ai and any successor or associated interface, dashboard, chat surface, browser extension or API endpoint through which Users may interact with the ArAIstotle agent, submit queries, receive fact-checking outputs, receive Analytics Outputs, access Prediction Markets Analytics, access Social Monitoring, access Keyword Monitoring or access other analytical features.
1.27. "UGC" means user-generated content, which is any content in any form or medium, whether now known or later invented, created, uploaded, posted, submitted, shared or otherwise made available by a User through the use of, or in connection with, the Application.
Throughout these Terms, reference to the singular includes a reference to the plural and vice versa. The terms "including" and "includes" shall be deemed to be followed by the words "without limitation" and/or "but not limited to", such that any reference to "includes" or "including" in these Terms shall be construed as illustrative and not limiting the generality of the surrounding provisions and/or these Terms as a whole.
References to Facticity.AI, AI Seer, ArAIstotle, araistotle.facticity.ai, $FACY and the Truth Terminal are to the respective products, brands, domains and infrastructure operated by the Company. The headings, titles and section numbers used in these Terms are for convenience of reference only and shall not affect the meaning, interpretation or construction of any provision of these Terms.
2. DESCRIPTION OF THE APPLICATION
2.1. The Company owns and operates the Application, which allows Users to upload files and video weblinks or to input data directly into the Application. The Application utilises artificial intelligence technology to fact-check information input by Users, or to extract relevant facts contained in uploaded files or videos to determine, based on artificial intelligence predictive models, whether the fact or facts are true, false or unverifiable.
2.2. The Application also includes the Truth Terminal, which operates as a conversational and analytical interface to the ArAIstotle agent. Through the Truth Terminal, Users may request, generate, view, export or share Analytics Outputs relating to fact-checking, claims, narratives, events, questions, public social content, keywords, third-party market information and other information made available through the Application.
2.3. The Prediction Markets Analytics feature set is a pure informational, analytical and user-interface layer. The Company may surface, display, reference, summarise, compare or analyse information from Third-Party Markets on the Company's website or through the Truth Terminal, and may create its own analysis, commentary, scores, rankings, summaries or other Analytics Outputs in relation to such information. The Company does not provide trading services.
2.4. Without limiting clause 2.3, the Company is not a Prediction Market, does not operate any Prediction Market, is not a broker, dealer, exchange, market operator, custodian, intermediary, adviser, financial adviser, investment adviser, bookmaker, lottery operator or gambling operator, and does not offer, provide or facilitate the purchase, sale, issuance, underwriting, custody, clearing, margining, settlement, execution, routing or closing of event contracts, outcome tokens, wagers, bets, derivatives, securities, commodities, capital markets products or other financial products. The Application does not enable Users to place, route, execute, clear or settle trades, orders, bets, wagers or other transactions on any Third-Party Market.
2.5. Any Analytics Output is informational in nature only and does not constitute financial, investment, legal, tax, accounting, gambling, wagering, betting or other regulated advice, a recommendation, a solicitation, an offer, an inducement, an invitation, an endorsement, a signal or a prediction to enter into any transaction on any Third-Party Market or elsewhere.
2.6. The Application may include Social Monitoring and Keyword Monitoring features that monitor, surface, organise or analyse publicly available content from X or other third-party platforms. Such features are subject to technical limitations, third-party platform terms, API availability, rate limits, content deletion, account privacy settings, platform restrictions and Applicable Laws. The Company does not guarantee the availability, completeness, accuracy, legality, representativeness or timeliness of any monitored social content or related Analytics Output.
2.7. Due to the current state of artificial intelligence technology and the available datasets used for fact-checking, social monitoring, keyword monitoring, prediction-market analysis and related analysis, the Company does not guarantee the accuracy, completeness, reliability, timeliness, calibration or suitability of any fact-checking result or Analytics Output. Any headline performance metrics published by the Company or its affiliates, including accuracy percentages, hallucination rates or benchmarking statements in marketing or documentation materials, are provided for general information only, describe historical aggregate performance under specific test conditions, and do not constitute a representation, warranty or promise in respect of any individual fact-checking result or Analytics Output. Users should independently verify any output using other methodologies.
2.8. Access to and functionality of the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription and other features may be gated, metered, priced, weighted, throttled, rewarded or otherwise determined by reference to the User's account type, Subscription, Staking Tier, $FACY holdings, staking activity, spending, eligibility, jurisdiction, historical usage, compliance status or other criteria determined by the Company.
2.9. The Company reserves the right to add, modify, suspend, restrict, deprecate or remove any feature of the Application at any time, including any feature of the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription or any $FACY-gated functionality, without consent from or notice to Users.
3. TERMS OF USE
3.1. In using the Application, the User represents and warrants that:
(a) the User is at least 18 years of age, or is of legal age to form a binding contract under all Applicable Laws relevant to the User's use of the Application, whichever is higher;
(b) the User is legally permitted to access and use the Application, including the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription and any $FACY-gated functionality, in every jurisdiction relevant to the User;
(c) all information provided by the User is true, accurate, complete, current and not misleading;
(d) the User is responsible for complying with all Applicable Laws of the jurisdiction in which the User resides and/or from which the User is using the Application;
(e) the User is not resident in, located in, a citizen of, or otherwise subject to the jurisdiction of, any country, territory or sanctions regime in respect of which provision of the Application is restricted or prohibited by Applicable Law;
(f) the User will, upon request of the Company, provide any additional information deemed necessary by the Company for the purpose of compliance with Applicable Laws, including AML, CFT, CPF, sanctions, tax, fraud-prevention, consumer-protection and platform-safety requirements; and
(g) the User has carefully reviewed and understood this Agreement.
3.2. While using or accessing the Application, the User agrees not to engage in, or attempt to engage in, any of the following:
(a) any conduct that results in, or may reasonably result in, a breach of this Agreement;
(b) any conduct that violates any Applicable Laws, including conduct that infringes any Intellectual Property, engages in or facilitates illegal financial transactions, contravenes AML, CFT, CPF, sanctions, fraud or corruption laws, operates, promotes or participates in any unlicensed gambling, wagering, betting, bookmaking, lottery, prediction-market, derivatives, securities, capital markets or financial-advisory activity, or involves use of the Application in any jurisdiction where such use would be unlawful;
(c) any form of cyberattack or malicious activity against the Company, including hacking, phishing, distributing malware, denial-of-service attacks, credential stuffing, scraping, automated abuse, or any other attempt to disrupt, damage or gain unauthorised access to the infrastructure of the Company, directly or indirectly;
(d) any use of unauthorised third-party software to access, crawl, mine, scrape, mirror, copy or otherwise collect information, Analytics Outputs or data from the Application, the Truth Terminal or any Company infrastructure;
(e) inputting non-publicly available personal information, confidential information, sensitive information, trade secrets, material non-public information, insider information or any content that the User is not lawfully entitled to submit;
(f) allowing any unauthorised third party to access or use the Application, including by sharing login credentials, delegating signing authority, sharing wallet access, allowing bot access, or permitting any aggregator or relay service to interact with the Application on the User's behalf, save as expressly permitted by the Company;
(g) representing, holding out, marketing or using any Analytics Output, fact-checking result, social monitoring result, keyword monitoring result or other output of the Application as financial, investment, legal, tax, gambling or wagering advice, as a signal, tip or recommendation, or as a guarantee, prediction or assurance of any future event or market outcome;
(h) using Social Monitoring or Keyword Monitoring to harass, threaten, intimidate, dox, stalk, discriminate against, profile, target or otherwise harm any person, or to infer sensitive attributes in breach of Applicable Laws;
(i) using Social Monitoring or Keyword Monitoring for employment, credit, insurance, housing, immigration, law-enforcement or similar high-impact decision-making unless the User has obtained all legally required rights, consents, authorisations and approvals; or
(j) using the Referral Program to send spam, unsolicited marketing, misleading promotions, bot-generated posts, fake engagement, paid engagement, duplicate referrals, self-referrals or other abusive or deceptive conduct.
3.3. The Company reserves the right to take the following actions against Users at the Company's sole discretion:
(a) suspend and/or terminate any User's access to the Application, including the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription and any $FACY-gated functionality;
(b) impose any restrictions and/or limitations on the use of the Application by any User, including by geography, IP address, wallet address, account, device, identity, Staking Tier, Subscription status, behaviour, usage pattern or risk assessment;
(c) withhold, cancel, reverse or refuse any reward, referral payout, access benefit, credit or promotional benefit;
(d) pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; and
(e) take any other action or recourse the Company deems fit.
3.4. The Company may terminate this Agreement at its own discretion. In such event, the Company will make reasonable efforts to notify the User. Termination shall be effective on and from the date specified in the notice to the User. For the avoidance of doubt, termination will not affect any rights or obligations accrued prior to the date of termination, including disclaimers, indemnities, limitations of liability, IP rights, data provisions, payment obligations and dispute-resolution provisions.
4. USER-GENERATED CONTENT AND INTELLECTUAL PROPERTY RIGHTS
4.1. Upon upload of any UGC including but not limited to posts, comments, videos, and images, the User hereby grants the Company a non-exclusive, royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such UGC, including without limitation distributing part or all of such UGC in any media formats through any media channels.
4.2. For the avoidance of doubt, input of data or prompts to the Application does not convey to you any rights of ownership in the Application or the Application results.
4.3. All of the content belonging to the Company is protected by copyright, trademark, patent, and other Applicable Laws. Except as provided by these Terms, the User may not engage in conduct that breaches Intellectual Property rights, including the following:
4.3.1. Copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content without the prior written consent of the Company;
4.3.2. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Application;
4.3.3. Modify, adapt, translate, or create derivative works based upon the Application; and
4.3.4. Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Application;
4.4. The Company shall grant the User a non-exclusive, non-transferable, revocable license to use the Application solely for your personal or internal business purposes, subject to the terms and conditions of this Agreement.
4.5. Any Intellectual Property created in the course of the use of the Application shall be the exclusive property of the Company.
4.6. You shall notify us without undue delay in writing of any breach by you of this section 4 or if you reasonably believe that you may be a breach of this section 4.
5. DISCLAIMERS AGAINST WARRANTY, REPRESENTATION AND LIABILITY
5.1. To the fullest extent permitted by law, the Company disclaims all warranties, representations, conditions and other terms, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. The Application does not and shall not be deemed to be providing any legal, financial, investment, tax, accounting, medical, gambling, wagering, betting, sports-betting or other regulated advice, opinion, signal, tip, recommendation or solicitation.
5.2. The Application, the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription, any $FACY-gated functionality and all Analytics Outputs are provided "as is" and "as available", without any warranties of any kind, express or implied, including as to accuracy, completeness, calibration, probability-correctness, timeliness, uninterrupted availability, platform availability, social-data completeness, fitness for any particular Prediction Market, or suitability for decision-making, wagering, investing, trading, marketing or any similar purpose.
5.3. The User agrees that the User uses and accesses the Application entirely at the User's own risk. The User is solely and exclusively responsible for any decision made, including any decision to enter into, refrain from, increase, reduce or exit any position on any Third-Party Market, or to engage in or refrain from any gambling, wagering, betting, investment, marketing, referral, social-monitoring or business activity, based in whole or in part on any Analytics Output or any other output of the Application.
5.4. In the course of using the Application, there may be links to or references to third-party websites, services, Prediction Markets, social-media platforms, X accounts, wallets, bridges, oracles, APIs, protocols or other third-party resources that are not owned, operated or controlled by the Company. The Company is not responsible for the content, availability, security, solvency, regulatory status, legality, privacy policies, data practices, accuracy or practices of such third parties.
5.5. Access to and use of any external third-party websites, services, Prediction Markets, smart contracts, protocols or platforms, including X, is at the User's own risk and is subject to terms agreed between the User and the relevant third party. The Company does not guarantee that the User's use of third-party platforms, or any output derived from third-party data, will comply with such third-party terms.
5.6. The Company does not provide financial advice, investment advice, trading advice, wagering advice, betting advice, or recommendations of any kind. All Analytics Outputs are informational and educational in nature only. Users are solely responsible for any decisions made based on the Application. The Company shall not be responsible for any trading losses, investment losses, wagering losses, betting losses, opportunity costs, or other financial losses arising from use of the Application.
5.7. The Company Parties shall have no liability whatsoever for any moral, reputational, emotional, ethical, societal, informational, trading, staking, slashing, gambling, wagering, investment, marketing, referral, tax, platform, account-suspension, API, data-loss, opportunity-loss or consequential loss alleged to arise from the use of or reliance on the Application, any Analytics Output, any third-party platform, any Referral Program, any Social Monitoring feature, any Keyword Monitoring feature or any Third-Party Market.
5.8. Nothing in this Agreement shall limit or exclude any liability that cannot be limited or excluded as a matter of Applicable Law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.
5.9. Aggregate liability cap. Subject always to clause 5.8, and to the fullest extent permitted by Applicable Law, the total aggregate liability of the Company Parties to the User arising out of or in connection with this Agreement, the Application and all Analytics Outputs, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, shall not in any event exceed the greater of
(a) the total fees actually paid by the User to the Company for the Application in the twelve (12) months immediately preceding the event giving rise to the claim, and
(b) one United States dollars (US$1).
This clause 5.9 states the maximum aggregate monetary liability of the Company Parties and is the “aggregate liability cap” referred to elsewhere in this Agreement and its Appendices.
5.10. To the fullest extent permitted by Applicable Law, in no event shall the Company Parties be liable for any indirect, incidental, special, punitive, exemplary or consequential loss or damage, or for any loss of profit, revenue, business, goodwill, anticipated savings, data or opportunity, whether or not foreseeable and whether or not the Company was advised of the possibility of such loss.
6. INDEMNIFICATION
6.1. The User shall indemnify, defend and hold the Company Parties harmless against any and all losses, including reputational damage, regulatory fines, penalties, legal fees and investigation costs, suffered or incurred by any Company Party arising out of or in connection with:
(a) the User's use of the Application, including the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription and any $FACY-gated functionality;
(b) the User's participation, facilitation, promotion, advertising or marketing of any Prediction Market, gambling, wagering, betting, derivatives, securities, capital markets, financial-advisory or investment activity, whether or not in reliance on any Analytics Output;
(c) the User's breach of any representation, warranty or obligation under this Agreement;
(d) the User's breach of any Applicable Law, including any gambling, wagering, securities, commodities, derivatives, consumer-protection, advertising, marketing, AML, CFT, CPF, sanctions, data-protection or privacy law;
(e) any third-party claim that any content generated or provided by the User, or any output disseminated, republished, exported, screenshotted, shared, tagged or monetised by the User, infringes any third-party Intellectual Property rights or defames, harasses or causes moral, reputational, emotional, psychological, societal, informational or financial harm to any person;
(f) any misuse of Social Monitoring or Keyword Monitoring, including monitoring, profiling, targeting or republication in breach of Applicable Laws or third-party platform terms; and
(g) any misuse, abuse, fraud, spam, misleading conduct, tax liability or regulatory claim arising from the User's participation in the Referral Program.
6.2. The Company shall give the User prompt notice of any claims under this clause 6, and shall be entitled, but not obliged, to assume sole control of the defence and settlement of any such claim at the User's cost.
7. DATA PROTECTION AND PRIVACY POLICY
7.1. The Company will comply with Applicable Laws relating to data protection and Personal Data received in connection with the use of the Application.
7.2. By using the Application or entering data into the Application, the User consents to the collection, use, disclosure, processing and storage of the User's data in accordance with the Company's Privacy Policy, accessible at https://www.facticity.ai/araistotle-privacy-policy and hereby deemed to be part of this Agreement.
7.3. Data entered into the Application, including queries submitted to the Truth Terminal, data used by Prediction Markets Analytics, accounts, handles, keywords, URLs, posts, screenshots, links, wallet addresses, referral data and other data used by Social Monitoring or Keyword Monitoring, may be used to provide the Application, generate Analytics Outputs, train, test, monitor, secure, audit, evaluate and improve the Application and the Company’s models, and may be accessed or reviewed by the Company or its employees, representatives, contractors, service providers or agents for such purposes, in each case subject to Applicable Laws and the Company’s Privacy Policy.
7.4. Publicly available content from X or other third-party platforms may include Personal Data. The Company may collect, use, disclose, store, analyse and process such content for purposes including providing Social Monitoring, providing Keyword Monitoring, generating Analytics Outputs, detecting abuse, improving the Application, security, compliance and product analytics, subject to Applicable Laws and the Company's Privacy Policy.
7.5. Public on-chain data relating to $FACY, including wallet addresses interacting with the Application, may be collected and processed for compliance, security, analytics, fraud-prevention, referral validation, eligibility, staking, access-gating and product-improvement purposes.
7.6. The User must not submit or cause the Application to process any Personal Data, private information, sensitive information, confidential information, protected account content, non-public social-media content or content relating to minors unless the User has obtained all legally required rights, consents, authorisations and approvals.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law rules. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by SIAC in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause.
8.2. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
8.3. The parties further agree that following commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at SIMC, in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.
8.4. The User irrevocably waives any right to participate in any class action, collective action or representative proceeding against any Company Party in relation to this Agreement, the Application, the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, Referral Program, Subscription or $FACY, to the fullest extent permitted by Applicable Law.
9. MISCELLANEOUS
9.1. Severability
If any term (or part of the term) of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement which shall remain valid and enforceable.
9.2. Entire Agreement
This Agreement constitutes the entire agreement between you and the Company concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, or discussions, whether oral or written.
9.3. Subject to Change
This Agreement may be amended by us at any time by posting a revised version on the Company Website. You should check the terms regularly. The revised version shall be effective on and from the date we specify. Should you not agree with the revised version, you should discontinue your use and/or access of the Application
9.4. No Waiver
The failure of the Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties. intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
9.5. Communications
All communications (including but not limited to notices) from the Company to you may be made available on the Company website. The Company will not be responsible for your failure to receive such communications if such failure is due to (without limitation): (a) errors, faults or defects in your electronic device or telecommunication service provider; or (b) your failure to regularly check the Company website. We may from time to time designate other acceptable modes of communications and the time by which such notice shall be deemed given.
9.6. Limitation Period
Any claim of any nature by the User against the Company must be commenced within 12 months after the date on which the cause of action arises, following which the User shall have no further claim whatsoever against the Company. This limitation shall not apply to claims arising from fraud, wilful misconduct, or any liability that cannot be excluded or restricted under Applicable Law.
9.7. Force Majeure
9.7.1. Neither party shall be liable for any failure or delay in performing any of its obligations under this Agreement (except for Payment of fees) for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.
9.7.2. The affected party shall promptly notify the other party in writing of the start of the Force Majeure Event (and in any case, no later than ten (10) days of becoming aware of the Force Majeure Event) and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.
9.8. Contracts (Rights of Third Parties) Act
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce anything in this Agreement, except that the Company Parties (other than the Company) may enforce the disclaimers, limitations of liability, indemnities and releases expressed to be for their benefit.
9.9. Relationship of Parties
Nothing in these Terms shall constitute or be considered to constitute an agency, partnership or joint venture between the Company and you and neither party shall have any authority to bind the other in any way.
9.10. Feedback and Complaints
You may provide Feedback directly to the Company by entering Feedback directly into the Application result section; or clicking the relevant icon(s) to either agree or disagree with the results of the Application. By providing any Feedback, you agree that the Company may utilize Feedback to improve the Application and its underlying models, and you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, distribute, and otherwise exploit the Feedback for any purpose without further reference to you.
9.11. Communication
All information and communication we share will be provided in English. However, there may be instances where information we provide may be also translated into other languages for convenience purposes. In the event of any discrepancies between information provided in English and any other language, the English version shall prevail.
APPENDIX 1: AML/CFT Policy
1. DEFINITIONS AND INTERPRETATION
In this Appendix 1, the following words and expressions shall have the following meanings:
1.1. “Board” refers to the Board of Directors of the Company;
1.2. “Compliance Officer” refers to the suitably qualified AML/CFT/CPF officer appointed by the Chief Executive Officer of the Company;
1.3. “CPF” means counter proliferation financing;
1.4. “Policy” means this AML/CFT Policy; and
1.5. “Senior Management” refers to individuals within the Company who hold an executive and/or managerial position of authority such that they are responsible for formulating or approving policy and/or are part of the core leadership team capable of committing the Company to material obligations individually or jointly.
Throughout this Appendix 1, reference to the singular includes a reference to the plural and vice versa. The terms “including” and “includes” shall be deemed to be followed by the words “without limitation” and/or “but not limited to”, such that any reference to “includes” or “including” in this Appendix 1 shall be construed as illustrative and not limiting the generality of the surrounding provisions and/or this Appendix 1 as a whole. The headings, titles and section numbers used in this Appendix 1 are for convenience of reference only and shall not affect the meaning, interpretation or construction of any provision of this Appendix 1. Terms not otherwise defined in this Appendix 1 shall have the same meaning as is found in the Agreement.
2. BOARD AND COMPLIANCE OFFICER
2.1. The Company continuously seeks to strengthen its internal operations and procedural controls in order to act in the best interests of Users. The Board and Senior Management must practise high standards of compliance themselves, and within their business lines.
2.2. Ultimate responsibility for compliance with applicable laws and regulations rests with the Board.
2.3. The Board shall appoint a Compliance Officer and ensure that the Compliance Officer has adequate resources and timely access to all User records and other relevant information which they require to discharge their functions.
3. EMPLOYEES
3.1. The Company shall take all appropriate steps to ensure that its employees and Officers (whether in Singapore or elsewhere) are regularly and appropriately trained on:a) AML/CFT/CPF regulations, and in particular, due diligence measures as well as detecting and reporting of suspicious transactions;b) prevailing techniques, methods and trends relating to AML/CFT/CPF; andc) the Company’s internal policies, procedures and controls on AML/CFT/CPF and the roles and responsibilities of employees and Officers in relation to AML/CFT/CPF.
3.2. While the Company will provide every employee with adequate and appropriate training at least annually on identifying and handling the specific ML/TF/PF risks that the Company faces, it is the responsibility of each employee to comply with all policies and procedures set out in this Policy and to ensure that the services provided on behalf of the Company are honest, efficient, and fair.
4. POLICY OWNER
4.1. The Compliance Officer is responsible for updating this Policy. The Policy will be updated at least annually and as and when needed to reflect changes in the operations of the Company, or the regulatory environment in which the Company operates.
4.2. If you have any questions regarding this Policy, please contact [email protected].
4.3. We may be required by anti-money laundering or other forms of regulations, and as part of our internal policies, to make background checks or verification checks on the source of any funds placed on deposit by our customers. In the event that our background or verification checks do not provide us with sufficient information about you, we may request further information from you from time to time and you agree to promptly provide such information when requested to do so. We reserve the right to suspend or terminate your access to and use of the Platform or any Services should we be unable to satisfy ourselves that in respect of any background or verification checks.
5. RESTRICTED JURISDICTIONS
The Application may not be available in certain jurisdictions where the provision of such services would be unlawful or where regulatory approvals are required. The Company reserves the right to restrict, suspend, or terminate access to the Application in such jurisdictions at its sole discretion.
APPENDIX 2: Staking Services Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
In this Appendix 2, the following words and expressions shall have the following meanings:
1.1. “Base Network” means the blockchain network known as Base, an Ethereum Layer-2 scaling network developed by Coinbase Technologies Inc. designed to support the execution of smart contracts;
1.2. “Digital Tokens” has the meaning given to “Digital Token” in the Agreement, as supported by the Company from time to time for use in connection with the Staking Services;
1.3. “Early Unstaking” means the unstaking of Staked Digital Tokens within the Selected Time Period;
1.4. “Reward Digital Tokens” refers to the Digital Tokens claimable by the User as rewards for the User’s participation in the Staking Services;
1.5. “Selected Time Period” refers to the minimum time period during which Staked Digital Tokens must remain staked before Reward Digital Tokens may be claimable by the User as determined by the Staking Protocol;
1.6. “Staked Digital Tokens” refers to the Digital Tokens that a User locks or commits through the Staking Services;
1.7. “Smart Contract” refers to the smart contract designed by the Company and deployed on the Base Network to implement the Staking Services;
1.8. “Staking Platform” means the smart-contract system comprising the Smart Contract as deployed on the Base Network through which the Staking Services are executed;
1.9. “Staking Protocol” refers to the smart-contract logic, technical rules, and governance parameters embedded within the Smart Contract which govern the operation of the Staking Services; and
1.10. “Staking Services” refers to the optional services made available by the Company through the Application under which eligible Users may commit Digital Tokens through the Staking Platform, and as a result of the operation of the Staking Protocol, may become entitled to claim Reward Digital Tokens which accrue solely in accordance with protocol-level rules. For the avoidance of doubt, the Staking Services do not involve the Company providing, promising or paying any form of interest, yield or return to the User.
Throughout this Appendix 2, reference to the singular includes a reference to the plural and vice versa. The terms “including” and “includes” shall be deemed to be followed by the words “without limitation” and/or “but not limited to”, such that any reference to “includes” or “including” in this Appendix 2 shall be construed as illustrative and not limiting the generality of the surrounding provisions and/or this Appendix 2 as a whole. The headings, titles and section numbers used in this Appendix 2 are for convenience of reference only and shall not affect the meaning, interpretation or construction of any provision of this Appendix 2.Terms not otherwise defined in this Appendix 2 shall have the same meaning as is found in the Agreement.
2. GENERAL
2.1. The Application may allow eligible Users to access staking functionalities supported by the relevant underlying protocol. Users may commit their Digital Tokens solely for purposes determined by that protocol, and any Reward Digital Tokens that may accrue do so exclusively as a result of protocol-driven mechanisms. The Company does not generate, pay, distribute, or otherwise provide any form of return, yield, interest, or reward to Users. Any Reward Digital Tokens reflected to a User’s account represent outputs originating from the underlying protocol and not from the Company’s assets, operations, or discretion. The Company does not guarantee the availability, amount, or timing of any such protocol-generated rewards.
2.2. The Staking Services made available by the Company through the Application are entirely optional. Users are not required to participate and may discontinue their participation at any time by unstaking their Staked Digital Tokens, subject to any applicable conditions under the Staking Protocol.
2.3. A Staking Tier, including Bronze, Silver, Gold or Platinum, may be determined by the Company or the Staking Protocol based on the User's staking activity, $FACY holdings, lock-up period, participation level or other criteria determined by the Company. Staking Tiers may affect access to features, including the Referral Program, but do not guarantee any profit, return or reward.
3. ELIGIBILITY
3.1. To be eligible for the Staking Services, and for Reward Digital Tokens to become claimable under the Staking Protocol, the User is required to:
a) connect the User’s Digital Token wallet to the Staking Platform; and
b) approve the Smart Contract.
3.2. The User’s eligibility may also be subject to jurisdictional limitations and other restrictions determined by the Company in its sole discretion from time to time.
4. DISCLOUSURE OF RISK
4.1. Participation in the Staking Services is inherently risky and may result in complete and total loss of the Staked Digital Tokens. The User must not use the Staking Services unless the User has carefully assessed and accepted the risks associated with the Staking Services and Digital Tokens, and has determined that the Staking Services are suitable for the User's circumstances and risk profile.
4.2. By electing to participate in the Staking Services, the User acknowledges and agrees that:
(a) the User possesses the requisite knowledge and/or experience in relation to Digital Tokens to understand the nature of the Staking Services and the associated risks;
(b) Digital Tokens and markets for Digital Tokens face risks including high volatility, lack of liquidity, speculation, technology risk, cybersecurity risk, market manipulation, regulatory risk and total loss;
(c) Staked Digital Tokens and Reward Digital Tokens are not deposits, savings, investment products or similar products and are not subject to any regulatory or consumer protection scheme or arrangement for protection against losses, including any deposit insurance scheme;
(d) the Smart Contract and Staking Protocol may be susceptible to defects, vulnerabilities or operational risks that may adversely affect the Staking Services or result in partial or total loss of Staked Digital Tokens;
(e) regulatory changes, inquiries, directions or enforcement actions may impair, restrict or prevent provision of the Staking Services and may result in total financial loss to the User;
(f) some third-party blockchain or similar network protocols may subject Staked Digital Tokens to "slashing" in the event a validator incorrectly validates or fails to validate a transaction. Slashing may result in partial or total loss of Staked Digital Tokens and/or Reward Digital Tokens;
(g) the provision of Staking Services by the Company should not be construed as an express or implied endorsement of the Staking Services by the Monetary Authority of Singapore or any other regulator;
(h) the Company does not act as the User's trustee, custodian or investment adviser, and no fiduciary relationship exists between the User and the Company; and
(i) no amount of Staked Digital Tokens or Reward Digital Tokens is guaranteed by the Company or any other person, and nothing in this Appendix 2 or the Agreement shall be construed as the Company undertaking to pay any interest, yield, return, profit or other amount in respect of the User's Staked Digital Tokens.
5. STAKING AND UNSTAKING
5.1. The User may select the type and amount of Digital Tokens from the User’s respective Digital Token wallet that the User wishes to commit to the Staking Services, subject to any limits or conditions imposed under this Agreement, or as may be determined at the sole discretion of the Company. Staked Digital Tokens shall not be used for any other purpose or be withdrawn by the User while such Staked Digital Tokens remain staked or until the unstaking process has been completed.
5.2. Users participating in the Staking Services may elect to stake Digital Tokens across multiple, independent staking periods, each of which may differ in duration, type or amount of Staked Digital Tokens. Staking periods do not automatically migrate, renew, or consolidate, and the User acknowledges and agrees that the User is responsible for monitoring and managing each staking period individually. Users may not stake Digital Tokens where the staking period has already ended, and the staking period may not be modified once the Digital Tokens have been staked.
5.3. The User may request to unstake some or all of the Staked Digital Tokens at any time, subject to the terms of this Agreement and any limits imposed by the Company. Without limiting the generality of the foregoing:
a) there is no guarantee that the User will be able to unstake any Staked Digital Tokens, including where the Company elects to pause, suspend, or otherwise disable the Staking Services in the event of an emergency or for any reason deemed necessary by the Company;
b) partial unstaking of Staked Digital Tokens is not permitted; and
c) for the duration of the unstaking process, the Staked Digital Tokens subject to unstaking shall not be available for trading, transfer, withdrawal, or any other use until the unstaking process has been fully completed.
5.4. Early Unstaking occurs when the User unstakes Staked Digital Tokens within the Selected Time Period applicable to the relevant Staked Digital Token. The Selected Time Period is determined by the parameters of the Staking Protocol as selected by the User.. The User acknowledges and agrees that the Early Unstaking of Staked Digital Tokens shall render the User ineligible to earn or receive any Reward Digital Tokens associated with the relevant Staked Digital Tokens.
6. CUSTODY OF STAKED DIGITAL TOKENS
6.1. The Staking Protocol operates on a non-custodial basis such that the User retains absolute and exclusive control over the User’s Staked Digital Tokens at all times. The Company cannot prevent the User from unstaking the Staked Digital Tokens, nor can the Company take custody of, transfer, or otherwise exercise any control over the User’s Staked Digital Tokens.
6.2. For the avoidance of doubt, even if the Staking Services are paused, suspended, or otherwise disabled, the User will still be able to withdraw the User’s Staked Digital Tokens, subject to the applicable unstaking process.
7. REWARD DIGITAL TOKENS
7.1. The Company facilitates the User’s participation in the Staking Services by providing the Staking Platform through which the User interacts with the Smart Contract. Where the Staking Protocol records that the User has participated in a successful validation process or other protocol-defined event in respect of the applicable Digital Token network, the User may, subject to the Staking Protocol, become entitled to claim Reward Digital Tokens granted by that network. Any such Reward Digital Tokens are determined and allocated exclusively in accordance with the Staking Protocol and not by reference to any assets, operations or discretion of the Company.
7.2. The Staking Protocol determines the conditions under which Reward Digital Tokens may accrue, which may include parameters such as the size of any protocol-defined reward pool, the total amount of Staked Digital Tokens participating in the relevant protocol and the duration for which Digital Tokens remain staked. These parameters are protocol-driven and may change from time to time as a result of updates, governance decisions or other factors affecting the applicable network. The Company does not set, calculate, guarantee or commit to any rate, return, yield or other reward outcome.
7.3. The annual percentage yield applied under the Staking Protocol is designed to adjust dynamically in response to real-time conditions. As a result, the amount and type of any Reward Digital Tokens may fluctuate to reflect market conditions or to mitigate volatility in the value of the relevant Reward Digital Tokens. Accordingly, the User acknowledges and agrees that:
a) the Company may, in its sole discretion and from time to time, withdraw any Reward Digital Token from a reward period, or vary the type of Reward Digital Tokens distributed to reflect the dynamic annual percentage yield applied by the Staking Protocol;
b) the Company’s exercise of such discretion may affect the amount or type of Reward Digital Tokens the User may receive; andc) the Company does not guarantee the availability, continuity, or issuance of any particular Reward Digital Tokens.
7.4. The Staking Protocol is designed such that Reward Digital Tokens do not automatically compound. The User further acknowledges and agrees that the claiming of any Reward Digital Tokens earned must be claimed manually and shall be the sole responsibility of the User.
APPENDIX 3: Subscription Feature Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
In this Appendix 3, the following words and expressions shall have the following meanings:
1.1 “Business Day” means any day other than a Saturday, Sunday, national public holidays as designated by the government of Singapore or any day on which banking institutions in Singapore are authorised or obligated by law to close.
1.2. “DPT” shall mean Digital Payment Token as defined in the Payment Services Act 2019.
1.3. “Scheduled Downtime” means any period scheduled to perform system maintenance, backup and upgrade functions or otherwise for the purpose of provision of the Services such that access to the Subscription may be temporarily unavailable to the User;
1.4. “Services” means the Subscription and/or any other products and services that may be offered from time to time by the company.
1.5. “Subscription” means the optional, paid tier of the Application offered by the Company.
1.6. “Subscription Fee” means the fee payable by the User to the Company for the provision of the Subscription, exclusive of taxes and disbursements.
1.7. “Unscheduled Downtime” means any period that the Application and/or the Subscription are not accessible to the User, excluding Scheduled Downtime;
Throughout this Appendix 3, reference to the singular includes a reference to the plural and vice versa. The terms “including” and “includes” shall be deemed to be followed by the words “without limitation” and/or “but not limited to”, such that any reference to “includes” or “including” in this Appendix 3 shall be construed as illustrative and not limiting the generality of the surrounding provisions and/or this Appendix 3 as a whole. The headings, titles and section numbers used in these Terms are for convenience of reference only and shall not affect the meaning, interpretation or construction of any provision of this Appendix 3.Terms not otherwise defined in this Appendix 3 shall have the same meaning as is found in the Agreement.For the purposes of this Appendix 3, the Agreement applicable to any “Application” shall apply equally, mutatis mutandis, as if all references to “Application” were references to “Subscription”, and all corresponding rights and obligations shall be construed accordingly.
2. GENERAL
2.1. By purchasing, activating, or using the Subscription, the User agrees to be bound by this Appendix 3.
2.2. The Company hereby warrants that the Company shall be responsible for maintaining the infrastructure required to provide access to the Subscription. The Company will take reasonable steps to ensure that access to the Subscription will be available at least 99.9% of the time during each calendar month, excluding Scheduled Downtime.
2.3. Where there is Unscheduled Downtime, the Company shall make reasonable efforts to respond within one (1) Business Day and restore access to the Subscription within eight (8) hours.
2.4. The Company may conduct regular maintenance to ensure the proper functioning and performance of the Subscription. The Company may also perform emergency maintenance without prior notice if required to address critical issues such as security vulnerabilities and/or system failures. The Company will make reasonable efforts to notify the User should such emergency maintenance be required to be performed.
2.5. The Company may regularly release updates to improve the functionality and performance of the Subscription. These updates will be applied automatically, and the User’s continued use of the Subscription constitutes their acceptance of such updates as part of their access to the Subscription.
3. SUBSCRIPTION PAYMENT TERMS
3.1. The Subscription Fee for the Subscription shall be the amount displayed by the Company at the time of purchase or renewal. Unless otherwise stated, fees may be denominated in USD solely for convenience. Payment may be made by DPT, fiat, card, payment processor or other method accepted by the Company from time to time.
3.2. The amount of DPT required for each payment will be calculated at at the time the payment is initiated or processed, based on the prevailing USD/DPT exchange rate. The Company retains the discretion to use any price aggregator, oracle, or DPT exchange API to determine the USD/DPT rate.
3.3. The User shall be responsible for all network fees, where applicable, in connection with the transfer of DPT. The User hereby understands and accepts that it is the User’s responsibility to ensure that there is DPT sufficient to cover the Subscription Fee as well as any other applicable fees such as network fees.
3.4. Auto-renewal
By purchasing a Subscription, the User hereby grants the Company authorization to automatically charge the relevant Subscription Fee at the start of each subsequent billing period. The User further understands and agrees that the User will take all necessary steps to ensure that the Company’s DPT instrument (typically a smart contract) is granted the necessary authorization to generate and execute the transaction for the aforementioned purposes.
3.5. Failed transactions
Generally, this transaction will occur around 24 hours prior to the expiration of the current billing period. Where the transaction fails due to insufficient DPT balance, network issues or lack of authorization, the Company will attempt to execute the transaction again for a period of three (3) days.
3.6. The User understands and accepts that all transactions are final. Any transaction executed in relation to the Subscription is non-refundable and the User shall not be entitled to any refunds, partial or otherwise, except where a refund is required by Applicable Law.
4. TERMINATION
4.1. Users may terminate their Subscription by contacting the Company via email at [email protected]. To avoid being charged for the next billing cycle, the User must notify the Company at least 5 Business Days prior to the end of the User’s current billing cycle.
4.2. Users will be required to settle all outstanding payments before termination of their Subscription is effected. The Company will confirm the termination of the User’s Subscription by way of email within 30 Business Days.
4.3. The Company reserves the right to take the following actions against Users at the Company’s sole discretion:
a) Suspend and/or terminate any User’s access to the Subscription;
b) Impose any restrictions and/or limitations on the use of the Application on any User;
c) Pursue all available legal recourse, whether through arbitration, in a court of law or otherwise; andd) Any other recourse as the Company deems fit.
4.4. The Company may terminate this Subscription at its own discretion. In such an event, the Company will make reasonable efforts to notify the Users. Termination of this Subscription shall be effective on and from the date specified in the notice to the User. For the avoidance of doubt, termination will not affect any rights or obligations accrued prior to the date of termination.
5. DISCLAIMERS
5.1. The User acknowledges that DPTs may be subject to extreme price volatility, such as sudden and significant increases or decreases in value. Such volatility may be caused by market conditions, regulatory developments, technological changes and/or other factors outside of the Company’s control.
5.2. The Company does not represent or warrant that any DPT will maintain any particular value, as such DPTs are subject to market fluctuations. Any price information and/or exchange rates provided by the Company are for informational purposes only and shall not constitute a representation or binding obligation on the part of the Company.
5.3. The User understands that any transaction involving DPTs may result in partial or total loss of value, and that the Company shall not be liable for any losses, damages or claims, direct or indirect, arising from price changes, market volatility or the performance of any DPT. The User assumes full responsibility for all such risks in line with section 5 of the Agreement.
APPENDIX 4: Truth Terminal, Prediction Markets Analytics, Social Monitoring and Keyword Monitoring Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
In this Appendix 4 governs the User's access to and use of the Truth Terminal, Prediction Markets Analytics, Social Monitoring and Keyword Monitoring features and forms an integral part of the Agreement. To the extent of any conflict between this Appendix 4 and the main body of the Agreement in respect of such features, this Appendix 4 shall prevail.
Capitalized terms used but not defined in this Appendix 4 shall have the meanings set out in the Agreement, the following words and expressions shall have the following meanings:
1.1. "Outcome" means the actual or reported resolution of any event, question, market, contract or proposition referenced by or relevant to any Analytics Output.
1.2. "Platform Content" means publicly available content, account information, profile information, engagement metrics, posts, reposts, replies, quotes, media, hashtags, cashtags, URLs and other content from X or other third-party platforms that the Application lawfully accesses, monitors, analyses or displays.
2. NATURE OF THE TRUTH TERMINAL AND PREDICTION MARKETS ANALYTICS
2.1. The Truth Terminal is an AI-mediated interface to the ArAIstotle agent. Prediction Markets Analytics produces Analytics Outputs that are probabilistic, model-derived, informational and experimental in nature. Analytics Outputs may include confidence scores, truth-likelihood indicators, sentiment or narrative metrics, event-resolution assessments, claim credibility scores, market summaries, third-party market comparisons and commentary.
2.2. The nature of the Prediction Markets Analytics layer, the Company’s status (and the things the Company is not), and the matters that no Analytics Output constitutes, are as set out in clauses 2.3 to 2.5 of the Agreement, which apply to this Appendix 4 and are not repeated here. In summary and without limitation: Prediction Markets Analytics is an analysis and user-interface layer only; the Company does not provide trading services and does not enable Users to open, close, route, execute, clear or settle any transaction on any Third-Party Market; and no Analytics Output constitutes financial, investment, trading, tax, legal, medical, accounting or gambling advice, a recommendation, solicitation, signal, tip, statement of fact as to any future Outcome, or any assurance or guarantee.
2.3. Analytics Outputs do not reflect, and are not intended to reflect, the true, final or official resolution of any event or the terms of any contract listed on any Third-Party Market.
2.4. The Company is not a Prediction Market, bookmaker, broker, dealer, exchange, market operator, custodian, clearing house, derivatives issuer, lottery operator, gambling operator, investment adviser, financial adviser or fiduciary. The Company does not create, list, operate, underwrite, resolve, settle, clear, custody, match, quote, price, liquidate, margin, lend against or otherwise intermediate any event contract, outcome token, wager, bet, share, unit, derivative or other instrument.
2.5. Nothing provided through the Truth Terminal or Prediction Markets Analytics constitutes:
(a) financial, investment, trading, tax, legal, medical, accounting or gambling advice;
(b) a recommendation, solicitation, offer, inducement, invitation, endorsement or instruction to buy, sell, hold, stake, wager, bet, mint, redeem or take any other action in respect of any Third-Party Market, Digital Token, security, derivative or other instrument;
(c) a signal or tip;
(d) a statement of fact as to any future Outcome; or
(e) any assurance, guarantee, warranty or promise of accuracy, calibration, completeness, currency, reliability, legality, safety, profitability or suitability.
2.6. The Company does not verify or guarantee the truth, accuracy, completeness, fairness, legality, enforceability, operational status, solvency, custody arrangements, regulatory licensing, KYC/AML practices or settlement integrity of any Third-Party Market referenced by, compared against or relevant to any Analytics Output. Any reference to a Third-Party Market is purely informational and descriptive and does not constitute endorsement, recommendation, certification, partnership or affiliation.
3. NATURE OF SOCIAL MONITORING AND KEYWORD MONITORING
3.1. Social Monitoring and Keyword Monitoring features are informational monitoring tools. They may allow Users to monitor, surface, summarize or analyze Platform Content from X or other third-party platforms, including public accounts, public posts, public replies, public reposts, public quotes, engagement metrics, keywords, hashtags, cashtags, URLs, topics and other public signals.
3.2. The Company does not guarantee that Social Monitoring or Keyword Monitoring will identify all relevant content, account activity, keyword mentions, platform events, deleted posts, private posts, protected posts, shadow-limited content, rate-limited content, geo-restricted content or content unavailable due to platform restrictions.
3.3. Any Platform Content displayed or analyzed through the Application remains subject to the rights, policies and terms of the relevant third-party platform and content owner. The Company does not endorse, verify or assume responsibility for Platform Content.
3.4. The User shall not use Social Monitoring or Keyword Monitoring to engage in unlawful surveillance, harassment, stalking, doxing, discrimination, intimidation, impersonation, market manipulation, deceptive conduct, spam, unlawful profiling or any other unlawful or harmful activity.
3.5. The User shall not submit or monitor accounts, keywords or content in a way that would require unauthorized access, circumvention of platform controls, scraping in breach of platform terms, processing of protected content, or collection, use or disclosure of Personal Data in breach of Applicable Laws.
3.6. The Company may decline, restrict, suspend, remove or refuse any monitored account, keyword, query, alert, report or Analytics Output at its sole discretion, including where the Company considers that such monitoring may create legal, safety, privacy, platform, regulatory, reputational or operational risk.
4. USER ELIGILITY AND JURISDICTIONAL RESTRICTIONS
4.1. In addition to clause 3.1 of the Agreement, the User represents, warrants and undertakes that:
(a) the User is of the legal age required in the User's jurisdiction of residence and use to form a binding contract and access informational analytics relating to Prediction Markets, public social content and similar activities;
(b) the User's access to and use of the Truth Terminal, Prediction Markets Analytics, Social Monitoring and Keyword Monitoring, and any action taken by the User in reliance on any Analytics Output, is lawful in every jurisdiction relevant to the User;
(c) the User is not accessing such features from, and is not a citizen, resident or national of, any jurisdiction in which provision of prediction-market analytics, gambling-related advice, financial advice, social monitoring, keyword monitoring or similar services is prohibited, restricted or requires a license the Company does not hold; and
(d) the User is not a politically exposed person, sanctioned person or person who would cause the Company to breach Applicable Law by being provided with access to the relevant features.
4.2. The Company may decline, restrict, suspend or terminate any User's access to the Truth Terminal, Prediction Markets Analytics, Social Monitoring or Keyword Monitoring at any time, with or without cause and with or without notice, including on the basis of geolocation, IP address, wallet address, device fingerprint, declared residence, behavior, risk signals or compliance screening.
5. $FACY ACCESS AND UTILITY
5.1. Access to and functionality of the Truth Terminal, Prediction Markets Analytics, Social Monitoring and Keyword Monitoring may be gated, metered, priced, weighted, throttled, rewarded or otherwise determined by reference to the User's holdings, staking, spending, historical usage or Staking Tier in relation to $FACY. The Company may change such gating, metering, pricing, weighting, throttling or access at any time in its sole discretion.
5.2. $FACY is a utility token offered solely to enable access to and interaction with the Application. Holding, staking, spending or using $FACY does not confer ownership, equity, voting, profit-sharing, revenue-sharing, dividend, distribution, redemption, liquidation or similar rights against the Company, and does not create any fiduciary, trust, partnership, joint-venture or employment relationship with the Company.
5.3. The market value of $FACY may fluctuate significantly and may fall to zero. The Company does not operate, endorse or guarantee the availability, liquidity, solvency, integrity or pricing of any venue on which $FACY is or may be traded. The Company has no obligation to support, list, delist, relist, bridge, migrate, redeem, repurchase, exchange or otherwise maintain any market for $FACY.
5.4. The Company may, in its sole discretion and for any reason:
(a) revoke, suspend or restrict utility functions attached to $FACY;
(b) introduce new utility functions;
(c) modify pricing, gating, metering, rewards, referral eligibility or burn mechanics; and
(d) migrate, fork, rename, rebase, pause or deprecate $FACY. No such action shall constitute breach of this Agreement or give rise to any claim by any User.
6. RISK ACKNOWLEDGEMENTS
6.1. By accessing the Truth Terminal, Prediction Markets Analytics, Social Monitoring or Keyword Monitoring, the User acknowledges, agrees and accepts that:
(a) Analytics Outputs are generated by machine learning models that may be incomplete, incorrect, out of date, biased, poorly calibrated, internally inconsistent or manipulated, and may hallucinate, fabricate, misattribute or misstate facts, sources, probabilities, events, accounts, keywords or posts;
(b) any headline performance metrics referenced in connection with ArAIstotle, Facticity.AI, AI Seer or $FACY describe historical aggregate performance under specific test conditions only and do not apply to any individual Analytics Output;
(c) Prediction Markets, event contracts, wagers and bets are inherently risky, may be addictive, and can result in total and permanent loss of funds, time, health, relationships and livelihood. Past performance of any Analytics Output, strategy derived from it or Third-Party Market is not indicative of future results;
(d) the regulatory status of Prediction Markets, event contracts, prediction-market analytics, public social monitoring and keyword monitoring varies by jurisdiction and may change rapidly, retroactively and without warning;
(e) Analytics Outputs may rely on third-party data feeds, oracles, APIs, model providers, social-media signals, news sources, blockchain infrastructure and Platform Content, each of which may be unavailable, delayed, incorrect, compromised, censored, manipulated, deleted or restricted;
(f) the ArAIstotle agent and its underlying models are probabilistic systems and may produce different Analytics Outputs for identical inputs, may produce outputs that are inconsistent with each other over time, and may be updated, retrained, restricted, constrained or replaced at the Company's discretion;
(g) use of the Truth Terminal or Prediction Markets Analytics in connection with any Third-Party Market is between the User and that Third-Party Market and its operator. The Company is not a party to and has no responsibility or liability in respect of any transaction, dispute, loss, theft, hack, exploit, fork, rug-pull, insolvency, delisting, oracle failure, market manipulation or regulatory action affecting any Third-Party Market;
(h) Analytics Outputs are not endorsed, approved, reviewed, licensed or supervised by the Monetary Authority of Singapore, Gambling Regulatory Authority of Singapore, Personal Data Protection Commission or any other regulator, and are not subject to any consumer-protection, investor-protection, depositor-protection, gambling-protection or similar scheme; and
(i) any person other than the User who obtains access to an Analytics Output, whether through republication, API export, screenshot, forwarding, bot relay, tagging or otherwise, takes and relies on that Analytics Output entirely at their own risk, and the User is solely responsible for ensuring that such onward distribution does not contravene Applicable Law.
7. USER OBLIGATIONS AND RESTRICTIONS
7.1. In addition to clause 3.2 of the Agreement, the User shall not, and shall not permit any third party to:
(a) represent, hold out, market, advertise, sell, resell or monetize any Analytics Output as financial, investment, legal, tax, gambling, wagering or betting advice, as a signal, tip or recommendation, or as a guarantee, prediction or assurance of any future Outcome;
(b) use any feature or Analytics Output to engage in, facilitate, promote or enable any unlicensed gambling, wagering, bookmaking, lottery, prediction-market, derivatives, securities, capital markets or other regulated activity, or to target Users in any jurisdiction in which such activity is unlawful;
(c) use any feature or Analytics Output to manipulate any market, including any Third-Party Market, or to engage in wash trading, spoofing, layering, front-running, insider dealing, pump-and-dump activity, deceptive conduct, misleading conduct, unfair conduct or fraudulent conduct;
(d) use any feature or Analytics Output to defame, harass, threaten, intimidate, discriminate against, dox or incite violence against any person, or to produce or disseminate material that is illegal, obscene or harmful to minors;
(e) submit to the Application any material non-public information, insider information, protected content, private social content, confidential content or content that the User is not lawfully entitled to submit or in respect of which the User has not obtained all necessary consents; or
(f) scrape, crawl, mine, ingest, mirror, rebroadcast, redistribute, sublicense, sell, resell or otherwise commercially exploit any Analytics Output or any portion of the Application, save as expressly permitted in writing by the Company.
8. DISCLAIMERS AND EXCLUSION OF LIABILITY
8.1. The disclaimers, exclusions and limitations of liability in clauses 5.1, 5.2, 5.7, 5.8, 5.9 and 5.10 of the Agreement apply in full to the Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring and all Analytics Outputs, which are provided “as is” and “as available”, and are not repeated here.
8.2. Without limiting clause 5 or clause 6 of the Agreement, and to the fullest extent permitted by Applicable Law, no Company Party shall have liability for any decision made or action taken by the User or any third party based in whole or in part on any Analytics Output, any loss sustained in connection with any Third-Party Market or third-party platform, any moral, emotional, ethical, reputational, psychological, societal, relational or informational harm, any regulatory action against the User, any inaccuracy, delay, interruption, corruption or loss of any output or input data, any act or omission of a Third-Party Market, oracle, data provider, wallet, bridge, smart contract, blockchain network, X or other platform, or any direct, indirect, incidental, special, punitive, exemplary or consequential damages.
8.3. The aggregate liability cap in clause 5.9 of the Agreement applies equally to any and all claims arising out of or in connection with this Appendix 4.
9. INDEMINITY
9.1. In addition to clause 6 of the Agreement, the User shall indemnify, defend and hold the Company Parties harmless on a full-indemnity basis from and against all losses, damages, claims, liabilities, fines, penalties, costs and expenses, including legal fees on a solicitor-and-own-client basis, investigation costs and settlement payments, that any Company Party suffers or incurs arising out of or in connection with:
(a) any breach by the User of this Appendix 4;
(b) any act, omission, transaction, wager, bet, trade or position taken by the User on or in respect of any Third-Party Market, whether or not in reliance on any Analytics Output;
(c) any allegation, claim, complaint or proceeding that any Analytics Output obtained, disseminated, screenshotted, tagged or republished by the User has caused harm to any third party;
(d) any misuse of Social Monitoring or Keyword Monitoring; and
(e) any tax, duty, levy, withholding or reporting obligation arising from the User's use of the Application, Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring or $FACY.
10. NO REGULATORY ENDORSEMENT
10.1. Nothing in the Application, Truth Terminal, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring, any Analytics Output, $FACY, marketing material or communication from any Company Party shall be construed as an express or implied endorsement, license, approval, authorization, registration or supervision by the Monetary Authority of Singapore, Gambling Regulatory Authority of Singapore, Personal Data Protection Commission or any other regulator, self-regulatory organization or governmental authority.
10.2. The Company does not offer, provide, operate or facilitate gambling, wagering, betting, bookmaking, lottery or sweepstake services. Prediction Markets Analytics is an analytics and user-interface tool only. Any decision by any User to use any Third-Party Market that is a gambling, betting, wagering or similar product is made by the User independently of the Company.
10.3. $FACY is not a security, share, unit in a collective investment scheme, deposit, capital markets product, derivative or any other form of investment product, and is not intended to fund the common enterprise of the Company or to produce profits for holders from the efforts of others. Any person who acquires $FACY does so solely for utility purposes in connection with the Application and acknowledges that the person may lose the entire value of the person's $FACY holdings.
APPENDIX 5: REFERRAL PROGRAM TERMS AND CONDITION
This Appendix 5 governs the Referral Program and forms an integral part of the Agreement. The Company may publish additional campaign-specific referral rules from time to time. To the extent of any conflict between this Appendix 5 and campaign-specific rules, the campaign-specific rules shall prevail only in respect of the relevant campaign, unless otherwise stated by the Company.
1. ELIGIBILITY
1.1. The Company may determine, vary, restrict or withdraw eligibility to participate in the Referral Program from time to time. Unless otherwise stated by the Company in the relevant campaign rules, the Company may limit Referrer eligibility to Users who satisfy one or more eligibility criteria designated by the Company at the relevant time, which may include, for the current campaign:
(a) Users who hold an active Silver, Gold or Platinum Staking Tier, or any other staking tier designated by the Company from time to time, at the time the referral is made and at the time any referral payout is assessed; or
(b) Paid Subscribers whose Subscription is active, fully paid and not suspended, terminated, refunded, charged back or otherwise invalidated at the time the referral is made and at the time any referral payout is assessed.
1.2. The Company may require Referrers and Referees to satisfy additional eligibility, account, wallet, identity, jurisdictional, anti-fraud, sanctions, AML/CFT/CPF, tax, technical, campaign-specific or verification requirements as determined by the Company from time to time.
1.3. The Company may decline, restrict, suspend or terminate any User's participation in the Referral Program at any time, with or without notice, including where the Company considers that the User's participation creates legal, regulatory, platform, reputational, fraud, spam, abuse or operational risk.
1.4. No statement of eligibility, tier status, Subscription status, referral availability, campaign rule or promotional benefit shall prevent the Company from amending, suspending, withdrawing or replacing the Referral Program or any part of it from time to time.
2. QUALIFYING REFERRAL ACTION
2.1. Unless otherwise stated by the Company, a referral will qualify for a referral payout only if all of the following conditions are satisfied:
(a) the Referee accesses or registers for the Application through a referral link, referral code or other referral mechanism recognised by the Company;
(b) the Referrer is eligible under clause 1.1 of this Appendix 5;
(c) the Referee is a genuine new User, is not the same person as the Referrer, is not controlled by the Referrer, and has not previously registered for or used the Application in a manner that would make the referral ineligible;
(d) the Referee publishes a genuine public post on X or another social platform designated by the Company, tags the Company’s official social account designated by the Company from time to time, clearly discloses that the post is made in connection with an incentivised referral or promotion as required by Applicable Law, and complies with all campaign instructions published by the Company;
(e) the post remains publicly accessible for any minimum period specified by the Company, or if no period is specified, for at least seven (7) days from posting;
(f) the post is not misleading, unlawful, defamatory, spam, bot-generated, paid engagement, fake engagement, duplicate content, abusive, offensive, harmful to minors or in breach of third-party platform terms; (g) the Referee and Referrer comply with this Agreement and all Applicable Laws; and
(h) the Company validates the referral as properly completed.
3. REFERRAL PAYOUT
3.1. Subject to this Appendix 5 and the relevant campaign rules in force at the relevant time, the Company may provide a referral payout, promotional reward or other benefit to each of the Referrer and Referee for each properly completed qualifying referral. The payout amount may be US$1 or such other amount or equivalent value as the Company may determine from time to time. No payout amount is guaranteed unless and until the Company has validated the referral and paid the payout.
3.2. The Company may determine, vary or replace, in its sole discretion and from time to time, the amount, form, timing, method, currency, wallet, account, payment rail and conditions of any referral payout. A referral payout may be made in fiat, stablecoin, $FACY, account credit, subscription credit, points, promotional credit or any other form determined by the Company, subject to Applicable Laws and operational availability.
3.3. Referral payouts are promotional rewards only. They are not wages, salary, commission for regulated financial activity, investment return, staking return, guaranteed income, interest, yield, dividend, revenue share or consideration for financial, investment, gambling or betting advice.
3.4. The Company may impose, vary or waive limits, caps, waiting periods, expiry periods, minimum thresholds, payment schedules, verification requirements and anti-abuse controls on referral payouts from time to time.
3.5. The User is solely responsible for all taxes, duties, reporting obligations and other charges arising from any referral payout.
4. REJECTION, WITHHOLDING AND CLAWBACK
4.1. The Company has the right to reject, withhold, cancel, reverse, claw back or refuse any referral payout if the Company determines, in its sole discretion, that the referral was not properly completed, the relevant post was not properly posted or tagged, any campaign instruction was not followed, or any activity was suspicious, abusive, fraudulent, misleading, spam-related, unlawful or contrary to this Agreement.
4.2. Without limiting clause 4.1, the Company may reject or withhold a referral payout where:
(a) the Referee fails to post or tag the Company's official social account correctly;
(b) the post is deleted, made private, restricted, edited materially, hidden, removed or suspended before the end of the required period;
(c) the referral involves self-referral, duplicate accounts, fake accounts, bot activity, paid traffic, paid engagement, engagement farms, incentive abuse or coordinated manipulation;
(d) the referral was generated by spam, unsolicited messages, misleading claims, unlawful marketing or breach of any platform rules;
(e) the Referrer or Referee is in a restricted jurisdiction, fails compliance screening or fails to provide requested information;
(f) payment would breach Applicable Law or third-party platform terms; or
(g) the Company is unable to verify the referral due to missing data, technical limitations, platform restrictions, account deletion, privacy settings, API limitations or other operational issues.
5. MARKETING, PLATFORM AND LEGAL COMPLIANCE
5.1. Referrers and Referees must comply with all Applicable Laws and third-party platform terms when promoting the Application or participating in the Referral Program. This includes laws and rules relating to advertising, marketing, spam, unsolicited messages, Do Not Call requirements, disclosure of incentives, consumer protection, data protection, financial promotions, gambling promotions, platform manipulation and misleading conduct.
5.2. Referrers must not state or imply that the Company, the Application, $FACY, Prediction Markets Analytics, Social Monitoring, Keyword Monitoring or any Analytics Output is endorsed, approved, licensed or supervised by any regulator or third-party platform.
5.3. Referrers must not make any representation, warranty, promise or guarantee regarding accuracy, profitability, returns, investment performance, staking rewards, trading outcomes, gambling outcomes, Prediction Market outcomes, referral income, token value or future availability of the Application.
5.4. Referrers act independently and do not act as agents, employees, representatives, brokers, introducers, financial advisers, investment advisers, gambling promoters or fiduciaries of the Company. Referrers have no authority to bind the Company, make statements on behalf of the Company or represent that they are authorized by the Company except to share referral links or codes in accordance with this Agreement.
6. CHANGES AND TERMINATION
6.1. The Company may amend, suspend, limit, withdraw, replace or terminate the Referral Program at any time, with or without notice. The Company may change eligibility rules, payout amounts, payout forms, qualifying actions, campaign requirements, official social accounts, caps, deadlines, verification requirements and any other program rules at its sole discretion from time to time.
6.2. No User has any vested right to any referral payout until the Company has validated the referral and paid the payout. The Company is not liable for any loss of expected referral income, opportunity, goodwill, account status, social engagement or promotional benefit arising from any amendment, suspension, rejection or termination of the Referral Program.