Terms of Service

Main Platform Terms

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE HEURIST DIGITAL ASSETS PLATFORM OR USING OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM.

These Terms of Service (these "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Heurist AI Inc., a company incorporated in the British Virgin Islands with registration number 2144371 ("Heurist," "we," "us," or "our"). These Terms govern your access to and use of the website, platform, and services offered by Heurist, accessible via www.heurist.digital (the "Platform").

By creating an account, accessing the Platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

01.Definitions

"Restricted Person" means any person, entity, or digital wallet address that is: (a) a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933); (b) a resident of, located in, incorporated in, or has a registered office in the United States of America, Canada, or any jurisdiction subject to comprehensive economic and trade sanctions by the United Nations, European Union, or United Kingdom (collectively, "Restricted Territories"); (c) a citizen of any Restricted Territory, regardless of their location; or (d) acting for the account or benefit of any person or entity defined in (a), (b), or (c).

02.Eligibility and Acceptance

2.1. General Eligibility. You must be at least 18 years of age and have the full legal capacity to enter into these Terms.

2.2. Prohibition of Restricted Persons. The Platform and all Services are not available to Restricted Persons. Restricted Persons are strictly prohibited from accessing or using the Platform. Any attempt to do so is a material breach of these Terms.

2.3. Compliance with Local Laws. You are solely responsible for determining whether your access to and use of the Platform complies with the applicable laws and regulations in your jurisdiction. By using the Platform, you expressly represent and warrant that your activities are lawful under such applicable laws.

03.The Platform and Services

3.1. Nature of the Platform. The Platform provides technology services that enable eligible Users to view information about and interact with digital assets. Heurist is solely a provider of the technology interface.

3.2. No Fiduciary or Advisory Duty. Your use of the Platform does not create a fiduciary, advisory, or agency relationship between you and Heurist. We do not provide any investment, financial, legal, or tax advice. Any information on the Platform is for informational purposes only.

04.Prohibited Activities

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Platform:

• Circumvention of Restrictions: Any activity that attempts to bypass, evade, or circumvent the access restrictions set forth in these Terms. This includes, but is not limited to, using technologies such as VPNs, proxies, or other methods to conceal your location or identity, or providing any false or misleading information regarding your residency or status as a non-Restricted Person.

• Intellectual Property Infringement: Activity that infringes on any copyright, trademark, patent, or other proprietary rights of Heurist or any third party.

• Fraud and Misrepresentation: Activity that seeks to defraud us or any other person, including providing false, inaccurate, or misleading information.

• Cyberattacks: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of the Platform, including the deployment of viruses, denial-of-service attacks, or phishing.

• Unlawful Conduct: Activity that violates any applicable law, rule, or regulation, including those related to financial crimes, money laundering, terrorist financing, or data protection.

05.Risk Disclosures

Your use of the Platform is entirely at your own risk. You acknowledge and accept the inherent risks associated with digital assets and blockchain-based systems, including but not limited to smart contract vulnerabilities, market volatility, and the potential for total loss of assets.

06.Limitation of Liability & Disclaimer of Warranties

6.1. Disclaimer of Warranties. The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Heurist disclaims all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no warranty that the Platform will be continuous, uninterrupted, error-free, or secure.

6.2. Limitation of Liability. Under no circumstances shall Heurist or our officers, directors, employees, contractors, agents, or affiliates be liable to you for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Platform. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage of any nature whatsoever resulting from your access to or use of the Platform; (c) any unauthorized access to or use of our servers or any personal information stored therein; (d) any interruption or cessation of function related to the Platform; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform by any third party; or (f) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content made available through the Platform.

Under no circumstances shall we or any of our officers, directors, employees, or affiliates be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding $100.00 USD. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability.

07.Indemnification

You agree to hold harmless, release, defend, and indemnify Heurist and our officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorney's fees) arising out of or related to: (a) your access to and use of the Platform; (b) your violation of any term or condition of these Terms, the rights of any third-party, or any other applicable law, rule, or regulation; (c) your participation in any prohibited activities described in Section 4; and (d) any other party's access to and use of the Platform using any device or account that you own or control.

08.Intellectual Property

All content, technology, and materials on the Platform are the exclusive intellectual property of Heurist or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms.

09.Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law provisions.

10.Modifications to Terms

We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting. By continuing to use the Platform after changes are posted, you agree to be bound by the revised terms.

11.Dispute Resolution by Binding Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

11.1. Informal Dispute Resolution. As a first step, you agree to notify us in writing of any dispute within thirty (30) days of when it arises. Notice shall be sent to legal@heurist.ai. Your notice must include: (a) your name and email address; (b) a detailed description of the nature and basis of the dispute; and (c) the specific relief you are seeking. You and Heurist agree to engage in good-faith negotiations to resolve the dispute informally. If the dispute is not resolved within sixty (60) days of receipt of the notice, either party may commence arbitration.

11.2. Binding Arbitration. Except for disputes that qualify for small claims court, all disputes arising out of or in connection with these Terms shall be finally resolved by binding arbitration. The arbitration shall be seated in Road Town, Tortola, British Virgin Islands and administered by the BVI International Arbitration Centre (BVI IAC) in accordance with its Arbitration Rules (the "Rules"), which are deemed to be incorporated by reference into this clause.

11.3. Arbitration Procedure. The arbitration will be conducted by a single, neutral arbitrator appointed in accordance with the Rules. The language of the arbitration shall be English. The arbitrator shall have exclusive authority to resolve all procedural and substantive disputes related to these Terms.

11.4. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND HEURIST AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HEURIST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

12.Miscellaneous

• Entire Agreement: These Terms constitute the entire agreement between you and Heurist.

• Privacy Policy: Your use of the Platform is also governed by our Global Privacy Policy, which is incorporated herein by reference.

• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be struck, and the remaining provisions will be enforced.

• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations at our sole discretion.

13.Contact Information

If you have any questions about these Terms, please contact us at: legal@heurist.ai.

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Launch Portal Terms

Last Updated: July 17, 2025

Welcome to the Heurist Launch Portal (the “Portal”). This Portal is a decentralized application (“DApp”) owned and operated by Heurist AI Inc. (“Heurist,” “we,” “our,” or “us”).

These Terms of Service (these “Portal Terms”) govern your access to and use of the Heurist Launch Portal. These Portal Terms are a legally binding agreement between you (“User,” “you”) and Heurist.

IMPORTANT: These Portal Terms supplement, and do not replace, the main Heurist Digital Assets Terms of Service and the Heurist Digital Assets Global Privacy Policy (collectively, the “Main Agreements”). By accessing and using this Portal, you acknowledge you have read, understood, and agree to be bound by these Portal Terms AND the Main Agreements. If you do not agree, you must not access or use this Portal.

01.The Heurist Launch Portal

The Portal is a promotional and community-engagement DApp that allows eligible users to stake certain digital assets (such as ETH and HEU tokens) in designated smart contracts (the “Pools”) on public blockchains like Ethereum and Base. The primary purpose of staking within this Portal is to accumulate “Heurist Points.”

02.Acceptance and Eligibility

By checking the acceptance box and entering the Portal, you represent, warrant, and agree that:

• You accept these Portal Terms and the Main Agreements in full.
• You meet all eligibility requirements set forth in the main Heurist Digital Assets Terms of Service, including but not limited to the strict prohibition on U.S. Persons accessing the platform.
• It is your sole responsibility to ensure that your use of this Portal is compliant with the laws and regulations of your jurisdiction.

03.The Heurist Points Program

Your participation in the Portal’s staking and referral functions is part of the Heurist Points Program (the “Program”). You MUST understand and acknowledge the following:

Points Have No Monetary Value. Heurist Points are utility points that function solely as an internal bookkeeping mechanism to track and measure a user's engagement with the Portal. POINTS ARE NOT A CRYPTOCURRENCY OR DIGITAL TOKEN. THEY HAVE NO MONETARY VALUE, CANNOT BE REDEEMED FOR CASH, AND CANNOT BE TRADED, SOLD, OR TRANSFERRED TO ANY OTHER USER OR THIRD PARTY.

No Rights or Claims. The accumulation of Heurist Points does not grant you any rights whatsoever. Points do not represent any claim of ownership, equity, debt, profit share, or governance rights in Heurist, its affiliates, or any other entity or project. They are analogous to loyalty or reward points in a traditional rewards program.

No Promise of Financial Return or Future Allocation. The Program is promotional. While points may be used by Heurist to determine priority access or other benefits for potential future offerings, HEURIST PROVIDES ABSOLUTELY NO GUARANTEE OR PROMISE OF ANY SUCH BENEFIT. The accumulation of points should not be considered an investment and does not entitle you to any future financial return, allocation, or reward of any kind. All potential future benefits are at the sole and absolute discretion of Heurist.

Heurist's Absolute Control. Heurist reserves the sole and absolute right to manage, modify, pause, audit, or terminate the Program and the rules for earning Heurist Points at any time, for any reason, with or without notice. This includes the right to adjust point balances, change earning rates, or disqualify any user found to be abusing the system. All decisions made by Heurist regarding the Program are final and binding.

04.Social Referral Program

The Portal may offer you the ability to earn additional Heurist Points by referring new users via a unique link. You acknowledge that:

• The purpose of this referral function is for community growth and engagement only.
• It is not a form of investment solicitation, a financial promotion, or a multi-level marketing scheme.
• Any points earned through referrals are subject to all the same terms and disclaimers outlined in Section 3 of these Portal Terms.

05.Assumption of Risk & Disclaimers

Your use of the Portal is entirely at your own risk.

Smart Contract Risk. You are interacting directly with smart contracts on public blockchains. While these contracts may have been audited by third parties, audits are not a guarantee of security. YOU ACKNOWLEDGE THAT ALL SMART CONTRACTS ARE SUSCEPTIBLE TO BUGS, HACKS, OR EXPLOITS THAT COULD RESULT IN THE TOTAL AND IRREVERSIBLE LOSS OF YOUR STAKED ASSETS. Heurist, its developers, and any third-party auditors shall not be liable for any loss of funds resulting from your interaction with the smart contracts in the Portal.

Blockchain Network Risk. You are responsible for all risks associated with using public blockchain networks, including network congestion, high transaction fees (gas), transaction failures, and wallet security.

No Financial Advice. No information provided within the Portal constitutes financial, investment, legal, or tax advice. You are solely responsible for your own decisions.

06.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, HEURIST AI INC. AND ITS DIRECTORS, EMPLOYEES, AND AFFILIATES DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY AND ALL LOSSES OR DAMAGES YOU MAY INCUR, WHETHER DIRECT OR INDIRECT, ARISING FROM:

• YOUR USE OF OR INABILITY TO USE THE PORTAL.
• ANY LOSS OF STAKED DIGITAL ASSETS FOR ANY REASON, INCLUDING SMART CONTRACT FAILURE OR EXPLOIT.
• ANY DATA BREACH, HACK, OR UNAUTHORIZED ACCESS TO THE PORTAL, ITS SERVERS, OR YOUR ACCOUNT.
• ANY INTERRUPTION, MALFUNCTION, OR CESSATION OF THE PORTAL'S SERVICES.
• THE ACTIONS OR OMISSIONS OF ANY THIRD PARTY.

07.Relationship to Main Agreements

These Portal Terms are intended to be read in conjunction with the Main Agreements.

Applicability: The Heurist Digital Assets Terms of Service and Global Privacy Policy apply in their entirety to your use of this Portal.

Conflict: In the event of any direct conflict between a provision in these Portal Terms and a provision in the main Heurist Digital Assets Terms of Service, the provision in the main Heurist Digital Assets Terms of Service shall prevail.

Dispute Resolution: Any disputes arising from your use of this Portal shall be governed by the dispute resolution and arbitration clauses set forth in the main Heurist Digital Assets Terms of Service.

08.General

Governing Law: These Portal Terms shall be governed by the laws of the British Virgin Islands.

Termination: We reserve the right to terminate or suspend your access to the Portal at any time, for any reason, at our sole discretion.

Changes to Terms: We may revise these Portal Terms at any time. By continuing to use the Portal after changes are posted, you agree to be bound by the revised terms.

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Contact Information