Termos de Serviço

AUQIX — Terms of Service (DRAFT v0.1)

STATUS: Initial structural draft prepared by Product Management. NOT LEGALLY REVIEWED. All clauses marked [TODO-LAWYER: ...] require validation, refinement or replacement by qualified counsel before any public use. The English version is the controlling version (Portuguese reference appended where applicable).

ESTADO: Rascunho estrutural inicial preparado pelo Product Management. NÃO REVISADO JURIDICAMENTE. Todas as cláusulas marcadas com [TODO-LAWYER: ...] requerem validação, refinamento ou substituição por advogado qualificado antes de qualquer uso público. A versão em inglês prevalece (versão pt-BR como referência onde aplicável).

Effective Date / Data de Vigência: [TODO-LAWYER: insert effective date] Last Updated / Última Atualização: [TODO-LAWYER: insert last updated]

0. Preamble / Preâmbulo

Welcome to AUQIX (the "Service", "Platform", "we", "us" or "our"). AUQIX is a software-as-a-service platform that automates concentrated liquidity provision on decentralized exchanges, operating algorithmic strategies on a dedicated sub-wallet on the user's behalf. By accessing or using the Service, you ("User", "you" or "your") agree to be bound by these Terms of Service ("Terms" or "Agreement").

Bem-vindo à AUQIX (o "Serviço", "Plataforma", "nós" ou "nosso"). A AUQIX é uma plataforma de software-as-a-service que automatiza a provisão de liquidez concentrada em exchanges descentralizadas, operando estratégias algorítmicas em sub-wallet dedicada em nome do usuário ("Usuário", "você" ou "seu"). Ao acessar ou usar o Serviço, você concorda em se submeter a estes Termos de Serviço ("Termos" ou "Contrato").

[TODO-LAWYER: confirm acceptance mechanism — checkbox at signup with IP + timestamp captured is the proposed approach. Confirm CDC compliance.]

1. Definitions / Definições

For purposes of this Agreement:

• "Service" means the AUQIX platform, including the web application at auqix.com, the trading bot, the dashboard, the support tools and all related services.
• "Sub-wallet" means the Solana keypair created at onboarding by Privy on the User's behalf, used exclusively for the User's deposits and bot operations.
• "Withdrawal Wallet" means the primary wallet designated by the User at onboarding, to which all withdrawals are sent.
• "Privy" means Privy Inc., third-party non-custodial wallet infrastructure provider that secures private keys in AWS Nitro Enclaves with Shamir Secret Sharing. Also used to server-sign the User's Sub-wallet for direct-debit billing (no third-party payment processor). [TODO-LAWYER: verify legal name/entity and add jurisdiction]
• "Subscription Fee" means the monthly recurring fee (USD 15.00 or equivalent in USDC/USDT) charged for continued access to the Service.
• "Performance Fee" means the fee equal to 15% of the net positive P&L of each closed position.
• "Referral Discount" means the USD 5.00 first-month discount granted to a new User who signs up using a valid referral code (effective subscription = USD 10 in month 1; USD 15 from month 2 onward).
• "Referral Bounty" means the USD 5.00 immediate payout to the referring User upon a valid referral activation, plus 1% lifetime share of the referred User's performance fees.
• "P&L" means profit and loss, calculated as (closing value of position) - (entry value of position) - (swap fees) - (network fees), denominated in USDC equivalent.
• "DeFi" means decentralized finance, encompassing on-chain protocols including but not limited to Orca, Jupiter, Solana RPC providers.

[TODO-LAWYER: review definitions for completeness and legal precision. Add "Account", "Content", "Authorized Use" and any other terms required.]

2. Eligibility / Elegibilidade

2.1 Age and Legal Capacity

You must be at least 18 years old and have the legal capacity to enter into a binding contract under the laws of your jurisdiction. [TODO-LAWYER: confirm age threshold per CDC and applicable jurisdictions]

2.2 Geographic Restrictions

The Service is NOT available to residents, citizens or persons physically located in:

• The United States of America and its territories;
• The United Kingdom;
• Any country or region subject to OFAC sanctions (including but not limited to Cuba, Iran, North Korea, Syria, Crimea, Donetsk and Luhansk regions);
• [TODO-LAWYER: review and expand restricted jurisdictions list. Confirm EU/EEA status pending MiCA classification.]

Users in the European Union may access the Service subject to additional disclosures and limitations. [TODO-LAWYER: confirm EU treatment under MiCA — Markets in Crypto-Assets Regulation 2023/1114]

2.3 Compliance Representation

By using the Service, you represent and warrant that:

• You are not on any list of prohibited or restricted persons;
• You are not acting on behalf of any sanctioned entity;
• Your use of the Service complies with all laws and regulations of your jurisdiction.

[TODO-LAWYER: validate the representations and warranties clause; consider adding tax compliance representations]

3. The Service / O Serviço

3.1 Description

AUQIX provides automated concentrated liquidity provision software ("the Bot") that operates on the Solana blockchain. Upon User action and continued subscription, the Bot:

• (a) opens, manages and closes liquidity positions on Orca Whirlpool SOL/USDC pool;
• (b) executes swaps between SOL and USDC via Jupiter aggregator;
• (c) collects fees generated by the position;
• (d) executes take-profit, stop-loss and trailing stop logic per the SM3 algorithmic strategy;
• (e) provides a dashboard with real-time position status and historical performance;
• (f) sends notifications via email (Resend) and optionally Telegram.

3.2 Algorithmic Strategy

The Bot operates the "SM3" strategy, a rule-based algorithmic strategy publicly disclosed at auqix.com/strategy and validated by 270+ days of historical backtesting. No discretionary trading decisions are made by AUQIX personnel on the User's behalf. [TODO-LAWYER: validate this language to support the "software, not advisor" thesis]

3.3 Sub-wallet and Custody Architecture

AUQIX is non-custodial. Specifically:

• The Sub-wallet's private key is generated and held by Privy within hardware security modules (HSM) using Shamir Secret Sharing across multiple AWS Nitro Enclaves.
• AUQIX does not possess, store or have access to the private key in plaintext at any time.
• AUQIX makes authenticated API calls to Privy to authorize signing of specific transactions, subject to Privy's policy engine which enforces an allowlist of programs and destinations.
• The User receives a one-time seed backup at onboarding which provides independent access to the Sub-wallet.
• The User retains the ability to import the seed into any Solana wallet (Phantom, Solflare) and operate the Sub-wallet without AUQIX.

[TODO-LAWYER: this is the critical clause. Review carefully to reinforce non-custodial classification and minimize regulatory exposure. Suggest including reference to Resolução CVM 35/2021 and Marco Legal dos Criptoativos.]

3.4 Withdrawal Wallet Lock

At onboarding, the User designates a Withdrawal Wallet. All withdrawals from the Sub-wallet are sent exclusively to this address. Changes to the Withdrawal Wallet require:

• A 24-hour grace period;
• Confirmation via email;
• Telegram OTP (if configured).

[TODO-LAWYER: confirm this mitigates "user error → loss of funds" liability]

4. Account, Authentication and Authorization / Conta, Autenticação e Autorização

4.1 Sign-In With Solana (SIWS)

Authentication is performed exclusively through Sign-In With Solana, requiring a cryptographic signature from the User's connected wallet (Phantom, Solflare, Backpack). There is no password.

4.2 No Multi-account

A single User may not maintain multiple Accounts. Detection of multi-accounting may result in suspension or termination at AUQIX's discretion. [TODO-LAWYER: review enforceability; required for referral fraud prevention]

4.3 Account Security

The User is solely responsible for:

• Maintaining the security of the wallet used to authenticate;
• Maintaining the security of the seed backup received at onboarding;
• Promptly notifying AUQIX of any unauthorized access.

AUQIX is not responsible for losses arising from compromise of the User's wallet, seed phrase or device.

5. Fees and Payment / Tarifas e Pagamento

5.1 Subscription Fee

• Amount: USD 15.00 per 30-day cycle, payable in USDC or USDT (Solana SPL token).
• First payment: debited from the Sub-wallet by Privy server-signature at onboarding before the bot activates (no payment processor).
• Renewal: automatically debited from the Sub-wallet on cycle_ends_at date.
• Referral discount: first cycle is USD 10.00 (USD 5.00 discount) if a valid referral code was used at signup.

5.2 Performance Fee

• Calculation: performance_fee = max(0, net_pnl) × 0.15
• Trigger: at the moment of position close, executed atomically on-chain.
• Distribution: transferred from Sub-wallet to AUQIX revenue wallet, with a transaction memo containing tenant_id:trade_id.
• Referral split: if the User signed up with a valid referral code, 1/15 of the performance fee (1pp of the 15%) is sent to the referrer; AUQIX retains 14%.
• Zero on loss: positions with P&L ≤ 0 incur no performance fee.

5.3 No Refunds

[TODO-LAWYER: this clause requires careful review under CDC art. 49 (right of withdrawal) and applicable consumer protection law]

To the maximum extent permitted by applicable law:

• Subscription Fees are non-refundable once a cycle has begun. Cancellation prior to renewal stops future cycles; current cycle is not refunded.
• Performance Fees are non-refundable under all circumstances. Performance fees are calculated at the moment of close and the on-chain transaction is final.

5.4 Payment Failures

If the Sub-wallet has insufficient USDC at renewal:

• AUQIX may force-close 10% of the active position to recover funds for the Subscription Fee;
• If the debit still fails, the Account enters a 7-day GRACE_PERIOD;
• If GRACE_PERIOD expires without payment, the Account is SUSPENDED (bot stops; position is NOT force-closed; User retains access via dashboard or seed backup).

5.5 Taxes

The User is solely responsible for any taxes (income, capital gains, VAT, ISS or other) applicable to their use of the Service in their jurisdiction. AUQIX does not withhold or remit taxes on the User's behalf. [TODO-LAWYER: review per IN RFB 1.888/2019 for BR Users; consider 1099 / W-8BEN considerations if US Users are admitted later]

6. Referral Program / Programa de Indicação

6.1 Mechanics

• Each ACTIVE User receives a unique referral code (6 characters, base58).
• New Users signing up via the referral link (?ref=<code>) receive a USD 5 discount on their first cycle.
• The referrer receives:
  • USD 5 immediate bounty upon referee activation;
  • 1% lifetime share of the referee's performance fees (while referee remains ACTIVE).

6.2 Anti-fraud

• Same wallet may not be used as both referrer and referee.
• Multiple accounts from the same IP, device fingerprint or wallet cluster may be flagged and rejected.
• AUQIX reserves the right to retroactively void referral rewards in case of detected fraud.

[TODO-LAWYER: review enforceability of anti-fraud provisions; consider data minimization under LGPD]

7. Risk Acknowledgment / Reconhecimento de Risco

By using the Service, you expressly acknowledge and accept the risks set forth in the separate Risk Disclosure Statement at auqix.com/legal/risk-disclosure, including without limitation:

• Total loss of capital invested in DeFi.
• Smart contract risk (Orca, Jupiter, Privy and any other protocols used).
• Impermanent loss in liquidity provision.
• Crypto volatility — SOL and USDC price movements may be sudden and severe.
• Network risk — Solana network outages, congestion or upgrades.
• Regulatory uncertainty — the regulatory status of DeFi and crypto-assets is evolving in your jurisdiction.
• Third-party risk — Privy, Supabase, Vercel and other providers may experience outages or failures.
• Bot operational risk — bugs, RPC failures, timing issues may result in sub-optimal execution.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

AUQIX DOES NOT PROVIDE INVESTMENT, FINANCIAL, LEGAL OR TAX ADVICE. THE SERVICE IS A SOFTWARE TOOL. ANY DECISION TO USE THE SERVICE IS YOUR OWN.

[TODO-LAWYER: validate that this "not investment advice" language is sufficient under CVM rules and any other applicable advisory frameworks]

8. User Responsibilities / Responsabilidades do Usuário

You agree:

• To provide accurate information at onboarding;
• To safeguard your wallet, seed backup and any access credentials;
• Not to use the Service for any illegal purpose, including money laundering, terrorism financing or sanctions evasion;
• Not to attempt to access the Service from a restricted jurisdiction;
• Not to reverse-engineer, decompile, scrape or otherwise misuse the Service;
• Not to use the Service in a manner that interferes with other Users;
• To comply with all applicable laws and tax obligations in your jurisdiction.

[TODO-LAWYER: review and expand user covenants as needed]

9. Termination and Cancellation / Encerramento e Cancelamento

9.1 Cancellation by User

• User may cancel at any time by clicking "Cancel Subscription" in the dashboard and signing a SIWS message.
• The bot continues to operate until the end of the current cycle.
• No refund is issued for the current cycle.
• User may also exit immediately via "Withdraw All": bot closes the active position, swaps SOL → USDC, transfers to the Withdrawal Wallet.

9.2 Suspension by AUQIX

AUQIX may suspend or terminate the Account immediately and without prior notice if:

• The User violates these Terms;
• The User attempts to defraud the referral program;
• The User is identified as a resident of a restricted jurisdiction;
• A court order or regulatory directive requires suspension;
• The User's activity threatens the integrity of the Service or other Users.

9.3 Effect of Termination

Upon termination:

• The bot stops operating on the User's Sub-wallet;
• Active positions remain on Orca; User may close them manually via seed backup;
• AUQIX may, at the User's request, perform a final close-and-withdraw to the Withdrawal Wallet;
• Sections 7 (Risk Acknowledgment), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution) and 14 (Governing Law) survive termination.

[TODO-LAWYER: review termination triggers; ensure due process for User-initiated suspension challenges]

10. Limitation of Liability / Limitação de Responsabilidade

[TODO-LAWYER: this clause is the highest-stakes provision in the entire ToS. Review carefully under CDC art. 51, IV (which invalidates clauses that exclude or limit supplier responsibility in B2C contracts).]

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) AUQIX, its officers, directors, employees, contractors, agents, affiliates, licensors and suppliers (collectively, "AUQIX Parties") SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, exemplary or punitive damages, including without limitation loss of profits, loss of capital, loss of data, loss of business opportunity or loss of goodwill, arising out of or in connection with the Service.

(b) The aggregate liability of AUQIX Parties to the User for any and all claims arising out of or in connection with the Service shall not exceed the total fees paid by the User to AUQIX in the twelve (12) months preceding the event giving rise to the claim.

(c) AUQIX Parties SHALL NOT BE LIABLE for:

• Losses arising from third-party providers (Privy, Orca, Jupiter, Supabase, Solana RPC providers, Solana validators);
• Smart contract exploits, hacks or bugs in protocols the Bot interacts with;
• Network outages, congestion, validator failures or chain reorganizations;
• The User's loss of wallet, seed phrase or device;
• Market movements adverse to the User's positions;
• Decisions the User makes based on the dashboard, backtest data or any other information provided by AUQIX.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF AUQIX PARTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification / Indenização

You agree to indemnify, defend and hold harmless AUQIX Parties from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Service;
• Your violation of these Terms;
• Your violation of any law or third-party rights;
• Your tax obligations in your jurisdiction.

[TODO-LAWYER: review for enforceability; B2C indemnification clauses face challenges under CDC]

12. Dispute Resolution / Resolução de Disputas

[TODO-LAWYER: this is a critical decision point. Options under consideration:

• (a) BR forum (consumer court — Juizado Especial Cível for claims ≤ 40 minimum wages);
• (b) International arbitration (SIAC Singapore, ICC, JAMS);
• (c) Hybrid: BR forum for BR users, arbitration for international users. Recommend choice that survives entity migration (BR PF → BR LTDA → offshore) without invalidating existing contracts.]

12.1 Informal Resolution (Proposed)

Before initiating formal proceedings, the parties shall attempt to resolve disputes in good faith via email at legal@auqix.com within thirty (30) days.

12.2 Formal Resolution (Proposed)

If informal resolution fails:

• For Users in Brazil: [TODO-LAWYER: specify BR forum]
• For Users elsewhere: [TODO-LAWYER: specify arbitration seat, rules, language and arbitrator selection]

12.3 Class Action Waiver

[TODO-LAWYER: assess enforceability of class action waiver in BR; controversial under CDC]

12.4 Injunctive Relief

Notwithstanding the above, AUQIX may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or to prevent imminent harm.

13. Modifications to Terms / Modificações aos Termos

AUQIX reserves the right to modify these Terms at any time. Material modifications will be announced via email (if the User provided an email) and via in-app notification at least fourteen (14) days before they take effect. Continued use after the effective date constitutes acceptance.

If the User does not agree with a modification, the User may cancel the Account before the effective date. Cancellation does not entitle the User to refund of the current cycle.

[TODO-LAWYER: assess notice period (14d) under CDC; consider longer notice for material adverse changes]

14. Governing Law / Lei Aplicável

[TODO-LAWYER: critical decision.

• Option 1: Brazilian law — natural choice while founder is BR PF; aligns with CDC for BR users.
• Option 2: Cayman Islands law — common in offshore crypto structures; neutral.
• Option 3: Singapore law — pro-crypto, sophisticated common law. Recommend choice consistent with §12 Dispute Resolution and future entity migration roadmap.]

These Terms shall be governed by and construed in accordance with the laws of [TODO-LAWYER], without regard to its conflict of laws principles.

15. Force Majeure / Força Maior

AUQIX shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation:

• Acts of God, natural disasters, pandemics;
• War, terrorism, civil unrest;
• Government action, regulatory change, court order;
• Failure or unavailability of public infrastructure (internet, electricity);
• Cyberattacks (DDoS, exploits);
• Solana network outages, congestion or hard forks;
• Failures of third-party providers (Privy, Orca, Jupiter, RPC providers);
• Stablecoin depeg events (USDC, USDT).

During force majeure events, AUQIX will use commercially reasonable efforts to mitigate impact and restore service.

16. Miscellaneous / Disposições Gerais

16.1 Entire Agreement

These Terms, together with the Privacy Policy and Risk Disclosure Statement, constitute the entire agreement between the User and AUQIX with respect to the Service.

16.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force.

16.3 Assignment

The User may not assign these Terms without AUQIX's prior written consent. AUQIX may assign these Terms in connection with a corporate transaction (merger, acquisition, restructuring, offshore migration).

[TODO-LAWYER: ensure assignment clause permits founder PF → BR LTDA → offshore migration without re-consent]

16.4 No Waiver

Failure to enforce any provision is not a waiver of future enforcement.

16.5 Notices

Notices to AUQIX: legal@auqix.com Notices to the User: at the email address on file (if any), or via in-app message.

16.6 Language

These Terms are drafted in English. A Portuguese reference translation is provided for User convenience. In case of conflict, the English version prevails. [TODO-LAWYER: assess enforceability under CDC for BR users; may need explicit waiver of language preference]

16.7 Headings

Headings are for convenience only and do not affect interpretation.

17. Contact / Contato

AUQIX — [TODO-LAWYER: insert legal entity name, registration number, address]

• Email: legal@auqix.com (legal), support@auqix.com (general)
• Website: https://auqix.com

END OF DRAFT v0.1 — All [TODO-LAWYER: ...] markers must be resolved before publication. Sections 3.3 (Custody), 5.3 (No Refunds), 10 (Limitation of Liability), 12 (Dispute Resolution) and 14 (Governing Law) are the highest-priority items for legal review.