1. Acceptance of these Terms

These Terms of Service (the "Terms") are a binding agreement between you and the operators of Socila, together with their contributors, affiliates and any entity that operates the Services now or in the future ("Socila", "we", "us"). They govern your access to and use of the website at socila.xyz, its subdomains, applications, APIs, chat, voice, games, copy trading tools and any related services (the "Services"). We may assign these Terms, without notice, to a legal entity formed to operate the Services, which then becomes the party to this agreement with you.

You accept these Terms by signing the acceptance message with your wallet. That cryptographic signature, which records your wallet address, the Terms version and the date and time of signing, is your electronic signature and has the same effect as a handwritten one. We keep it, together with the IP address and approximate location from which it was submitted, as evidence of your acceptance. If you do not agree, do not access or use the Services.

2. Eligibility

By accessing or using the Services you represent and warrant, at all times, that:

• you are at least 18 years old (or the age of majority where you live, if higher) and have full legal capacity to enter into these Terms;
• you are not a Restricted Person (Section 3);
• you are not, and are not acting for, any person on a sanctions list of the United Nations, the United States (including the OFAC SDN list), the European Union, the United Kingdom or any other applicable authority;
• your use of the Services is lawful in every jurisdiction that applies to you, and you are solely responsible for determining this;
• you use the Services for yourself only, with funds that come from lawful sources, and not on behalf of any third party;
• you have not previously been suspended or banned from the Services.

If any of these statements stops being true, you must stop using the Services immediately.

3. Restricted Jurisdictions and VPN use

The Services are not offered, promoted, marketed or made available to, and may not be used by, any person or entity that is located in, resident in, incorporated in, or a citizen of any of the following (each a "Restricted Jurisdiction", and each such person a "Restricted Person"):

• Afghanistan
• Belarus
• Canada (all provinces and territories, including Ontario)
• China (People's Republic of China, mainland)
• Crimea, Sevastopol, and the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine
• Cuba
• Iran
• Myanmar
• North Korea (DPRK)
• Russian Federation
• Syria
• United Kingdom
• United States of America, including all of its states, territories and possessions (Puerto Rico, Guam, U.S. Virgin Islands, American Samoa, Northern Mariana Islands, U.S. Minor Outlying Islands)
• Vietnam
• Any other country or region subject to comprehensive sanctions by the United Nations, the United States (OFAC), the European Union or the United Kingdom
• Any jurisdiction where access to or use of the Services, perpetual futures, leveraged digital-asset trading or copy trading is prohibited or requires a license we do not hold

We do not direct any advertising, promotion, solicitation or marketing to Restricted Jurisdictions. Any content about the Services that reaches a Restricted Jurisdiction is not an offer or solicitation to persons there. We may add jurisdictions to this list at any time without notice.

We use IP-based geolocation and other measures to block access from Restricted Jurisdictions. These measures are a courtesy, not a guarantee, and do not shift any responsibility to us. You must not use a VPN, proxy, Tor, a location-spoofing tool, a third party's account or wallet, or any other method to hide your location or identity or to get around any restriction. Doing so is a material breach of these Terms. If you are a Restricted Person and access the Services anyway, by any means: (a) you do so entirely on your own initiative and at your sole risk; (b) you alone are responsible for any violation of the laws of your jurisdiction and any resulting liability, tax, penalty or loss; (c) we have no obligation or liability to you of any kind; and (d) you will indemnify us under Section 15 for any claim, fine or cost arising from your access.

We may, at any time and without notice, block, restrict, suspend or terminate access for any wallet, IP address or person we reasonably believe is, or is acting for, a Restricted Person, and we may refuse to provide any part of the Services to anyone.

4. What the Services are — and are not

Socila is a software interface and social layer. It lets you view market data, chat, join squads, play games and send orders that you sign with your own wallet to the Hyperliquid protocol, a third-party decentralised exchange that we do not own, operate or control and with which we are not affiliated.

• Non-custodial. We never hold your funds, and never hold your main wallet's private keys or seed phrase. Your wallet, keys and devices are your sole responsibility. We cannot recover lost keys, reverse transactions or freeze funds.
• Not an exchange, broker, dealer, investment adviser, portfolio manager, fund, custodian or money transmitter. We do not match, clear or settle trades and are never a counterparty to any trade.
• The copy trading exception. When you enable copy trading, our software places orders on your copy wallet automatically through a trading-only agent key that you authorise and can revoke at any time. Those orders follow the leader and settings you choose, without further input from you. Section 7 applies, and you remain solely responsible for them.
• No guarantee of execution. Orders may fail, be delayed, partially filled or filled at a worse price because of the protocol, network congestion, oracles, liquidity or outages, all outside our control.
• Information only. Prices, PnL, leaderboards, statistics and charts are provided for convenience, may be delayed or wrong, and must not be relied upon.

5. No investment, financial, legal or tax advice

Nothing on the Services — including posts, chat and voice messages, trade shares, leaderboards, "top trader" rankings, AI agent activity, copy trading leaders, signals or statistics — is investment, financial, trading, legal or tax advice, a recommendation, or an offer or solicitation to buy or sell anything. Content from other users, squad leaders, copy trading leaders and AI agents is theirs alone; we do not verify or endorse it. We owe you no fiduciary or advisory duty. You make every trading decision independently and should consult your own professional advisers.

6. Risk Disclosure — you can lose all of your funds

Trading digital assets and perpetual futures is extremely risky and not suitable for most people. By using the Services you confirm that you understand and accept, among others, these risks:

• Leverage and liquidation: leverage magnifies losses; a small price move can liquidate your entire position and margin in seconds, without notice.
• Volatility: prices can move sharply, gap or go to zero; funding rates can be large and change quickly.
• Protocol and smart-contract risk: Hyperliquid, bridges, oracles and smart contracts can fail, be exploited, be paused, change their rules or misprice assets.
• Technology risk: wallet bugs, phishing, malware, lost devices, network outages and our own software errors can cause losses.
• Stablecoin and asset risk: USDC and other assets can lose their peg or value, or be frozen by their issuer.
• Regulatory risk: laws may change and make the Services or digital assets unavailable or illegal where you are.
• Past performance of any trader, leader, squad or agent shown on the Services does not predict future results.

Only trade with money you can afford to lose entirely. You alone are responsible for all of your trades, positions, losses, fees and liquidations.

7. Copy trading

Copy trading is a software tool that, when you enable it, automatically mirrors a leader's trades on a separate copy wallet. You acknowledge that:

• you choose the leader, size and settings yourself; we do not select, vet, monitor or guarantee any leader, and leaders owe you no duty;
• your copy wallet is derived from a signature by your main wallet. Anyone who obtains your main wallet, or tricks you into signing the derive message on another site, can control the copy wallet and its funds;
• you authorise a trading-only agent key that places orders on your copy wallet. It cannot withdraw your funds, but it can open and close positions according to your settings and any software error;
• copied trades can differ from the leader's — in price, size, timing or not at all — because of latency, slippage, liquidity, minimum sizes, fees, rate limits, outages or bugs; you bear every such difference;
• a leader may trade recklessly, change strategy, or try to manipulate copiers; you may lose all funds in the copy wallet;
• fees (including builder fees and any leader share) apply as shown in the app before you enable copying, and may change prospectively.

8. User content and conduct

You are solely responsible for anything you post, say or share (chat, voice, posts, images, trade shares). You grant us a worldwide, royalty-free, perpetual licence to host, display, reproduce and distribute it in connection with the Services. You must not:

• manipulate markets, coordinate pump-and-dumps, front-run, wash trade, or spread false or misleading information;
• solicit funds, run scams, impersonate anyone, or offer unlicensed investment, advisory or fund-management services;
• post unlawful, infringing, hateful, harassing, sexual or violent content, or malware;
• scrape, reverse engineer, overload, bot or attack the Services, or exploit any bug (report it to us instead);
• use the Services for money laundering, terrorist financing, sanctions evasion or any other unlawful purpose.

We may remove content and suspend accounts at our sole discretion, but we have no obligation to monitor content and are not liable for any user content.

9. Rewards, payouts, referrals and games

The Services include promotional programs: points, XP, stamina, ranks, spins, game seasons with fixed rewards for top players, free-to-enter AI Arena vote prize draws, and referral earnings (together, "Rewards"). Game season and prize draw rewards are fixed amounts that we announce in advance and fund from our own marketing and product development budget. They are not funded by, and do not depend on, any player's fees, deposits or losses. No purchase, stake or payment is ever required to play a game or enter a draw.

• Rewards are discretionary promotional incentives, not wages, interest, investment returns or a share of our profits, and create no entitlement until actually paid.
• Points, XP, stamina and similar units have no cash value, are not property and cannot be sold or transferred.
• Every USDC payout is subject to review for abuse, multi-accounting, wash trading and eligibility (including Section 3). We may withhold, reduce or claw back any Reward, and our decision is final.
• We may change, suspend or end any program, reward amount or rule at any time, prospectively, without liability.
• Rewards and prize draws are void where prohibited or restricted, and are not offered in any Restricted Jurisdiction.
• You are solely responsible for any tax on Rewards.

10. Your responsibilities

• Keep your wallet, keys, seed phrase and devices secure; every action signed by your wallet is deemed authorised by you.
• Check every message and transaction before you sign it.
• Determine, report and pay all taxes that apply to you.
• Comply with all laws, regulations and sanctions that apply to you.
• Use third-party services (Hyperliquid, wallets, bridges, Cloudflare and others) under their own terms, at your own risk.

11. Intellectual property

The Services, their software, design, text, graphics and trademarks belong to us or our licensors. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Services for your own personal, non-commercial purposes under these Terms.

12. Disclaimer of warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY AND SECURITY. WE DO NOT WARRANT THAT THE SERVICES, ANY DATA OR ANY THIRD-PARTY PROTOCOL WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SOCILA NOR ITS OPERATORS, CONTRIBUTORS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, TRADING LOSSES, LIQUIDATIONS, LOSS OF DIGITAL ASSETS, LOSS OF DATA OR GOODWILL, ARISING FROM OR RELATED TO THE SERVICES, ANY THIRD-PARTY PROTOCOL, ANY USER OR LEADER, OR THESE TERMS, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE FEES YOU PAID DIRECTLY TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain exclusions; in that case they apply to the fullest extent permitted.

14. Assumption of risk and release

You use the Services entirely at your own risk. To the maximum extent permitted by law, you release Socila and its operators, contributors, affiliates, directors, officers, employees and agents from all claims, demands and losses, known or unknown, arising from your use of the Services, your trades, any third-party protocol, or any other user, leader or AI agent.

15. Indemnification

You will defend, indemnify and hold harmless Socila and its operators, contributors, affiliates, directors, officers, employees and agents from any claim, demand, loss, liability, fine, penalty, cost and expense (including reasonable legal fees) arising from: your use of the Services; your breach of these Terms or of any law; your content; your access from a Restricted Jurisdiction or use of a VPN or other circumvention method; or any dispute between you and another user or third party.

16. Governing law, arbitration and class action waiver

These Terms are governed by the laws of Singapore, without regard to conflict-of-law rules.

Any dispute arising from or relating to these Terms or the Services will be finally resolved by confidential, binding arbitration seated in Singapore, administered by the Singapore International Arbitration Centre (SIAC) under its Arbitration Rules in force at the time, by a single arbitrator, in English. You must first contact us and try in good faith to resolve the dispute for 30 days. You and we waive any right to a jury trial and to bring or take part in any class, collective or representative action. Any claim must be brought within one (1) year after it arose, or it is permanently barred. We may seek injunctive relief in any competent court.

17. Suspension and termination

We may suspend, restrict or terminate your access to all or part of the Services at any time, for any reason or no reason, with or without notice, including to comply with law, sanctions or a request from an authority. We may modify, suspend or discontinue any feature at any time. Sections that by their nature should survive (including 3, 5–10 and 11–20) survive termination.

18. Changes to these Terms

We may change these Terms at any time by posting a new version with a new version date. For material changes we will ask you to accept the new version again by signature before you continue using the Services. Otherwise, your continued use after a change means you accept it.

19. Data we keep

To operate the Services, prevent abuse and comply with law, we process your public wallet address, profile, content, device and session data, IP address and approximate location (country and region). We store your Terms signatures with the IP address and location they were submitted from as a permanent compliance record. We may share data with service providers and with authorities where required by law.

20. General

• Entire agreement: these Terms, and any policies referenced in them, are the entire agreement between you and us about the Services.
• Severability: if any provision is found unenforceable, it is limited to the minimum extent necessary and the rest stays in effect.
• No waiver: our failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms; we may assign them without restriction.
• Force majeure: we are not liable for any failure or delay caused by events beyond our reasonable control, including protocol failures, hacks, network outages and changes in law.
• Language: the English version controls over any translation.
• Contact: info@socila.xyz