Terms of Use

These Terms of Use ("Terms") govern your access to and use of the circus.trade website and interface (the "Interface"). The Interface permits Users, among other things, to interact with permissionless smart contracts deployed on Robinhood Chain to create fungible digital tokens, to buy and sell such tokens through an automated bonding-curve pricing mechanism, and, upon satisfaction of certain on-chain conditions, to migrate token liquidity to on-chain liquidity pools.

You agree that these Terms constitute a legally binding agreement between you ("you," "your," or "User") and Bonkus Labs, LLC (the "Operator," "we," "us," or "our").

2.1 Minimum Requirements. To access or use the Interface, you represent and warrant that you: (a) are at least 18 years of age and of legal age to form a binding contract; (b) have full power and authority to enter into these Terms; (c) are not a Restricted Person and are not located, organized, or resident in a Prohibited Jurisdiction (each as defined in Section 3); and (d) will use the Interface only in compliance with these Terms and all applicable law.

2.2 No Reliance / Sophistication. You represent that you are sophisticated and knowledgeable regarding digital assets, blockchain technology, and all the possible risks, that you are capable of evaluating and bearing those risks, and that you are not relying on the Operator for any advice or evaluation. Nothing contained on the Interface shall be construed as legal, tax, financial or any other advice.

3.1 Sanctions and Restricted Persons. You represent and warrant that you are not, and are not acting on behalf of, any person (a "Restricted Person") that is: (a) listed on any sanctions list maintained by the U.S. Office of Foreign Assets Control ("OFAC"), the United Nations, the European Union, the United Kingdom, or any other applicable authority; (b) organized, resident, or located in any jurisdiction subject to comprehensive sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); or (c) organized, resident or located in any jurisdiction in which use of the Interface is contrary to applicable law.

4.1 Software Interface Only. The Interface is a non-custodial, front-end software tool that provides a convenient means of viewing information about, and generating and broadcasting transaction messages to, the underlying blockchain networks. The Operator does not operate, control, own, or maintain the underlying blockchain network, or any token created or traded using the Interface. The Operator may log technical, device, wallet, session and network metadata associated with your access to the Interface for security, fraud prevention, abuse detection and compliance purposes.

4.2 No Custody. The Operator never takes custody, possession, or control of your digital assets, private keys, or funds at any time. All transactions are executed directly by you through your self-custodial wallet and are settled autonomously by smart contracts. The Operator cannot initiate, reverse, cancel, freeze, recover, or modify any transaction, and has no ability to recover lost, stolen, or misdirected assets.

4.3 No Fiduciary or Agency Relationship. Nothing in these Terms or your use of the Interface creates any fiduciary, agency, advisory, partnership, joint-venture, employment or trust relationship between you and the Operator. The Operator owes you no fiduciary duties, and you waive, to the fullest extent permitted by applicable law, any such duties that might otherwise be implied.

The Interface is deployed on and interoperates with Robinhood Chain, a third-party blockchain network. The Operator makes no representations regarding the operation, availability, security, finality, or continuity of Robinhood Chain or any other applicable blockchain network, and shall bear no liability arising from any act, omission, downtime, reorganization, fork, upgrade, or failure of any such network or its operators.

6.1 Your Wallet. To use the Interface you must connect a compatible self-custodial digital wallet. You are solely responsible for the security, custody, and control of your wallet, private keys, seed phrases, and credentials. Any loss or compromise of your wallet or credentials is your sole responsibility, and the Interface has no ability to assist in recovery.

6.2 Third-Party Services. The Interface may integrate or interoperate with third-party wallets, bridges, decentralized exchanges, oracles, node providers, analytics tools, and other services ("Third-Party Services"). The Operator does not control and is not responsible for any Third-Party Service, and your use of any Third-Party Service is at your own risk and subject to such third party's terms and conditions. By continuing to access the Interface, you agree to be bound by such additional third party terms and conditions.

7.1 Permissionless Creation. The Interface allows any User to deploy fungible tokens on a permissionless basis (each, a "User Token" and its creator, a "Creator"). The Operator does not review, vet, verify, endorse, approve, or curate any User Token, its Creator, its name, ticker, image, metadata, or any associated claims, and does not conduct due diligence of any kind.

7.2 Creator Sole Responsibility. Each Creator is solely responsible for its User Token, including the legality of its creation, distribution, marketing, and characterization; whether the token constitutes a security, commodity, derivative, or other regulated instrument under any applicable law; all disclosures; all intellectual-property clearances; and all tax consequences. You acknowledge that the Operator is a neutral technology provider and bears no responsibility for any User Token.

7.3 Creator Representations. By creating a User Token, you represent and warrant that: (a) the token does not and will not violate any applicable law, including securities, commodities, and consumer-protection laws; (b) you will not use the Interface to conduct an unregistered securities offering or any fraudulent, deceptive, or manipulative scheme; (c) all content you associate with the token is truthful, non-infringing, and non-defamatory; and (d) you will not make any representation that the Operator sponsors, endorses, or is responsible for the token.

7.4 No Guarantees. The Operator makes no representation that any User Token will have any value, liquidity, market, utility, or trading activity, or that it will reach any bonding-curve threshold or migrate to any decentralized exchange.

8.1 Interface and Protocol Fees. Your use of the Interface and the underlying smart contracts or blockchain may be subject to fees, including token-creation fees, trading fees, migration fees, and network gas fees (collectively, "Fees"). Fees may be collected by the underlying smart contracts, by the Operator, or by network validators. Fees may be modified in Operator's sole discretion.

9.1 Limited License to You. Subject to your compliance with these Terms, the Operator grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Interface for its intended purpose. All rights not expressly granted are reserved.

9.2 Ownership. The Operator and its licensors own all right, title, and interest in and to the Interface and all related software, trademarks, logos, text, graphics, designs, and other content (excluding User Content), and all intellectual-property rights therein. You must not copy, modify, distribute, reverse-engineer, create derivative works from, frame, scrape, or otherwise exploit the Interface except as expressly permitted.

9.3 User Content License. You retain ownership of content you submit through the Interface ("User Content"), including token names, tickers, images, descriptions, and communications. You grant the Operator a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable license to use, host, store, reproduce, modify, adapt, publish, translate, distribute, publicly display, and otherwise exploit your User Content in connection with operating, promoting, and improving the Interface and the Operator's business, in any media now known or later developed. You represent that you hold all rights necessary to grant this license.

You agree not to, and not to assist or permit any person to, use the Interface to:

• violate any applicable law, regulation, or third-party right, or facilitate any illegal activity;
• conduct any unregistered offer or sale of securities, or any fraudulent, deceptive, manipulative, "pump-and-dump," wash-trading, spoofing, or market-manipulation scheme;
• engage in money laundering, terrorist financing, sanctions evasion, or transactions involving proceeds of unlawful activity;
• infringe, misappropriate, or violate any intellectual-property, privacy, or publicity right, or impersonate any person or entity;
• create or promote any token or content that is defamatory, obscene, harassing, hateful, misleading or that exploits or endangers minors;
• introduce malware, exploit, or attempt to gain unauthorized access to, interfere with, or disrupt the Interface, the underlying blockchain, or any network or system;
• use bots, scrapers, or automated means except through documented interfaces, or circumvent any access control, rate limit, or geoblocking measure;
• misrepresent any affiliation with, or sponsorship or endorsement by the Operator or any other person;
• modify or adapt the whole or any part of the Interface, or combine or incorporate the Interface into another program or application;
• facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Interface;
• use VPNs, proxies, geolocation spoofing, burner identities, linked social accounts, or other technical means to evade jurisdictional, sanctions, fraud, or platform-integrity controls;
• engage in any activity that, in the Operator's sole judgment, could damage, disable, overburden, or impair the Interface or expose the Operator to liability.

11.1 Operator Rights. The Operator may, at any time and in its sole discretion, without notice or liability, and for any reason or no reason: (a) modify, suspend, restrict, disable, or discontinue the Interface or any feature, in whole or in part; (b) restrict or block your access to the Interface, including by screening or blocking your wallet address; (c) remove, delist, hide, or refuse to display any User Token or User Content; and (d) impose limits on certain features or transactions.

11.2 No Liability. The Operator shall not be liable to you or any third party for any modification, suspension, restriction, or discontinuation of the Interface, or for any removal of User Tokens or User Content. The underlying blockchain may continue to operate autonomously on the blockchain independent of the Interface; the Operator does not control and cannot remove smart contracts or tokens from any blockchain.

11.3 Effect of Termination. Upon termination, the licenses granted to you cease. Sections that by their nature should survive survive termination.

You acknowledge and agree that you access and use the Interface and the underlying smart contracts and blockchain entirely at your own risk, and that you assume all risks associated with the foregoing, including, without limitation:

• the extreme volatility, illiquidity, and speculative nature of digital assets, and the risk that any User Token may lose all value, including as a result of abandonment, "rug pulls," or the actions of Creators or other Users;
• software, smart-contract, protocol, oracle, and cryptographic risks, including bugs, exploits, hacks, and economic-design failures that may result in total loss;
• blockchain-network risks, including congestion, forks, reorganizations, downtime, changes, and failed or front-run transactions;
• the irreversibility of transactions and the risk of loss from erroneous, fraudulent, or misdirected transfers;
• regulatory risk, including the risk that digital assets or activities may be deemed unlawful or subject to enforcement, and the uncertain and evolving legal treatment of digital assets;
• the risk that User Tokens are unregistered securities or otherwise regulated instruments; and
• the risk of loss of your wallet, keys, or credentials.

You represent that you have sufficient knowledge and experience to evaluate these risks and that you are financially able to bear the loss of your entire investment. The Operator has no responsibility to you for any loss arising from any of the foregoing.

THE INTERFACE, THE UNDERLYING BLOCKCHAIN, AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ("OPERATOR PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE OPERATOR PARTIES DO NOT WARRANT THAT THE INTERFACE OR UNDERLYING BLOCKCHAIN WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. NO INFORMATION OBTAINED FROM THE INTERFACE CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.

You understand and agree that, except as required under our Privacy Notice, we will not be required to: (i) have regard to any information known to us, which is or may be a material interest; (ii) disclose any such information to you; or (iii) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course of providing access to the Interface, which we may use in the ordinary course of our business.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY OPERATOR PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR DIGITAL ASSETS, OR ANY LOSS OF VALUE OF ANY DIGITAL ASSET, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE INTERFACE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO THE OPERATOR (EXCLUDING NETWORK GAS FEES) IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.

You agree to defend, indemnify, and hold harmless the Operator Parties and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Interface or the underlying blockchain; (b) any User Token you create or content you submit; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right; and (e) any dispute between you and any other User or third party. The Operator reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate. You will not settle any such matter without the Operator's prior written consent.

You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern these Terms and any Dispute between you and the Operator. You further agree that the Interface shall be deemed to be based solely in the State of Delaware, and that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Delaware. The parties acknowledge that these Terms evidence interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Delaware are the proper forum for any appeals of an arbitration award or for court proceedings in the event that the binding arbitration clause is found to be unenforceable.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE OPERATOR ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

17.1 Dispute Resolution. The Operator will use its best efforts to resolve any potential disputes through informal good faith negotiations. If a potential dispute arises, you must contact the Operator so that we can attempt to resolve it without resorting to formal dispute resolution. If we are not able to reach an informal resolution within sixty days of your email, then you and the Operator both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Interface, these Terms, or any other acts or omissions for which you may contend that the Operator is liable, including any claim or controversy as to arbitrability (each a "Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator selected pursuant to JAMS rules, including where applicable the JAMS Mass Arbitration Procedures and Guidelines. The arbitration will be held in New York, unless you and the Operator both agree to hold it elsewhere. Unless the Operator agrees otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration, you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a Delaware state court located in Delaware.

17.2 Class-Action and Jury Trial Waiver. You must bring any and all Disputes against the Operator in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and the Operator both agree to waive the right to demand a trial by jury.

You are solely responsible for determining, reporting, and paying any and all taxes, duties, levies, or similar assessments applicable to your use of the Interface, your creation or trading of User Tokens, and any rewards you receive. The Operator does not provide tax advice and makes no representation regarding the tax treatment of any transaction.

19.1 Your use of the Interface is subject to the Operator's Privacy Policy, incorporated by reference. You acknowledge that blockchain transactions are public, immutable, and pseudonymous, and that the Operator cannot control or delete on-chain data.

20.1 Entire Agreement. These Terms, together with any documents incorporated by reference, constitute the entire agreement between you and the Operator regarding the Interface and supersede all prior agreements and understandings.

20.2 Unilateral Modification. The Operator may amend, modify, supplement, or replace these Terms at any time and in its sole discretion. Revised Terms are effective immediately upon posting to the Interface or upon such other date as the Operator designates. Your continued access to or use of the Interface after any change constitutes your acceptance of the revised Terms. It is your sole responsibility to review these Terms periodically. The Operator is under no obligation to provide individualized notice of any change.

20.3 Severability. If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force and effect.

20.4 No Waiver. No failure or delay by the Operator to exercise any right constitutes a waiver, and no waiver is effective unless in writing.

20.5 Force Majeure. The Operator will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, network or infrastructure failures, cyberattacks, changes to underlying blockchain or other networks, governmental action, or changes in law.

20.6 Relationship / No Third-Party Beneficiaries. You and the Operator are independent contractors and neither has the authority to bind the other. Except for the Operator Parties (who are intended beneficiaries of the disclaimers, limitations, and indemnities herein), these Terms create no third-party beneficiary rights.

20.7 Notices. The Operator may provide notice by posting to the Interface or by other reasonable means. You consent to receive communications electronically.

20.8 Contact. Questions about these Terms may be directed to the Operator via channels shown on the Interface.

BY ACCESSING OR USING THE INTERFACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.