Terms of Service

1. INTRODUCTION

These Terms of Service (the “Terms” or this “Agreement”) constitute a legally binding agreement between you (the “User”, “you”, or “your”) and MacroStrategy Labs (“MacroStrategy Labs,” “MacroStrategy,” “we,” “us,” or “our”), governing your access to and use of all websites, web applications, smart contracts, APIs, and related products or services made available by MacroStrategy Labs (collectively, the “Services”).

MacroStrategy Labs develops and provides decentralized, non-custodial, and experimental software frameworks for the creation, deployment, and operation of on-chain strategies, protocols, and smart-contract-based systems (each, a “Strategy”). The Services enable third-party users to interact with blockchain networks, smart contracts, and related protocols in an autonomous and permissionless manner.

By accessing or using any part of the Services, including but not limited to connecting a digital wallet, deploying or interacting with any Strategy, or executing any transaction through the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of the Services.

2. AMENDMENTS AND VARIATIONS

MacroStrategy Labs reserves the right, in its sole discretion, to amend, modify, or update these Terms at any time. Any such amendment shall take effect upon publication of the revised Terms, including through the updating of the “Last Updated” date above.

Material modifications may, where reasonably practicable, be notified through official channels operated by MacroStrategy Labs. Continued use of the Services following the publication of any amendment shall constitute conclusive acceptance of the revised Terms. You are solely responsible for reviewing these Terms periodically.

In the event of any inconsistency between these Terms and the operational logic of any deployed Smart Contract, the terms encoded within the Smart Contract shall prevail to the extent of the inconsistency.

3. CAPACITY AND ELIGIBILITY

You represent and warrant that you possess the legal capacity and authority to enter into and be bound by these Terms, whether on your own behalf or on behalf of any entity, project, or digital wallet which you represent or control.

You further represent that:

• you have attained the age of majority applicable in your jurisdiction;
• if you act on behalf of an entity, you have full legal authority to bind such entity; and
• you are not prohibited under any applicable laws, regulations, or sanctions from using blockchain-based services or digital-asset technologies.

Minors under the age of eighteen (18) years may only use the Services under the direct supervision of a parent or legal guardian who accepts these Terms on their behalf.

4. USER RESPONSIBILITIES AND COMPLIANCE

You acknowledge that it is your sole responsibility to ensure that your use of the Services complies with all applicable laws, rules, and regulations, including but not limited to those relating to taxation, securities, financial services, money transmission, anti-money-laundering, and sanctions. MacroStrategy Labs shall not be responsible for determining or fulfilling any of your legal or tax obligations arising from your use of the Services.

You agree that no information, communication, or material provided by MacroStrategy Labs shall constitute legal, financial, or investment advice.

5. DATA AND PRIVACY

All blockchain activity is public, transparent, and permanently recorded on the relevant network. By using the Services, you acknowledge that any transaction details, wallet addresses, and related metadata are accessible to the public and cannot be deleted, modified, or controlled by MacroStrategy Labs.

MacroStrategy Labs does not have custody of user data or assets, nor does it store private keys or digital-wallet credentials. Any off-chain data collected through the Site shall be processed in accordance with applicable data-protection standards and solely for the purpose of maintaining and improving the Services.

6. NATURE OF THE SERVICES

The Services are experimental in nature and interface with public, decentralized blockchain networks, including Ethereum and compatible Layer-2 networks. You acknowledge that such networks are autonomous, open-source environments subject to third-party code, exploits, and operational risks.

MacroStrategy Labs exercises no control over network consensus mechanisms, validators, miners, or independent smart-contract systems. Your interactions with any blockchain protocol through the Services are executed directly by your wallet, at your discretion and risk.

You further acknowledge that blockchain transactions are irreversible, fees are determined by network demand, and MacroStrategy Labs has no control over transaction costs, failures, or delays.

The Services are provided for educational, research, and experimental purposes only, and MacroStrategy Labs makes no representation as to the performance, stability, or reliability of any Strategy, protocol, or network.

7. NON-CUSTODIAL STRUCTURE

MacroStrategy Labs does not hold, store, or manage user assets. All transactions are executed directly by users through their respective digital wallets. MacroStrategy Labs has no access to, or control over, user private keys, wallet balances, or smart-contract configurations once deployed.

By using the Services, you acknowledge and agree that:

• MacroStrategy Labs never takes possession of any assets;
• all actions performed through your wallet are initiated and authorized solely by you;
• MacroStrategy Labs cannot reverse or alter any blockchain transaction; and
• you remain fully responsible for the security and management of your wallet.

8. INDEPENDENCE FROM THIRD-PARTY PROJECTS

MacroStrategy Labs is not affiliated with, endorsed by, or associated with any third-party project, NFT collection, token issuer, or decentralized exchange that may be referenced or interacted with through the Services. References to such projects are purely descriptive and do not imply any relationship, endorsement, or guarantee.

MacroStrategy Labs disclaims all responsibility for the performance, legality, or compatibility of any third-party smart contracts, assets, or systems.

9. AUTOMATED AND PROGRAMMATIC OPERATIONS

By engaging with any Strategy or Smart Contract through the Services, you expressly authorize the execution of autonomous, programmatic, and self-executing functions, including but not limited to:

• Token transfers, burns, or mints;
• NFT issuance or destruction;
• On-chain redistributions, re-allocations, or settlements; and
• Interactions with decentralized exchanges or liquidity pools.

All such operations are final, irreversible, and governed solely by Smart Contract code. You acknowledge that MacroStrategy Labs has no capacity to alter, pause, or interfere with any execution once submitted to a blockchain.

You further recognize that certain Smart Contracts may include pre-defined fee logic or redistributive functions. MacroStrategy Labs does not receive, direct, or control such fees unless explicitly encoded in the contract and disclosed on-chain.

10. RELATIONSHIP OF THE PARTIES

Nothing in these Terms shall be deemed to create any partnership, joint venture, employment, agency, fiduciary, or other relationship of trust between you and MacroStrategy Labs. Each user operates independently and at their own risk.

The use of the Services does not confer upon any party ownership, control, or governance rights over MacroStrategy Labs or its assets.

11. THIRD-PARTY SERVICES

The Services may include links, integrations, or references to external platforms, APIs, or smart contracts operated by third parties. MacroStrategy Labs does not review, control, or endorse such third-party services and disclaims all responsibility for their operation, accuracy, or security. You access third-party services at your own risk and remain bound by their respective terms of service.

12. PROHIBITED USES

You shall not, directly or indirectly:

• use the Services for any unlawful, fraudulent, or deceptive purpose;
• deploy malicious code, attempt to breach security measures, or disrupt network operations;
• misrepresent your affiliation with MacroStrategy Labs;
• manipulate or distort market behavior through the Services;
• engage in any conduct likely to bring the Services into disrepute; or
• contravene any applicable law or regulation, including but not limited to financial-crime, sanctions, or anti-terrorism legislation.

MacroStrategy Labs reserves the right to restrict or terminate access to any wallet or IP address reasonably suspected of violating these provisions.

13. INTELLECTUAL PROPERTY

All intellectual-property rights in and to the Site, documentation, proprietary components of the Services, and related trademarks (including “MacroStrategy Labs”) remain the exclusive property of MacroStrategy Labs, subject to any applicable open-source licensing terms. Your use of the Services does not confer any ownership or license rights beyond those expressly granted herein.

Where any component of the Services is made available under an open-source license, your rights and obligations shall be governed by the applicable license terms.

You may submit feedback, suggestions, or improvements relating to the Services. By doing so, you grant MacroStrategy Labs a perpetual, irrevocable, royalty-free license to use such feedback for any purpose.

14. USER-DEPLOYED STRATEGIES AND INTELLECTUAL-PROPERTY WARRANTIES

By deploying or configuring any Strategy or Smart Contract through the Services, you represent and warrant that:

• you possess all necessary rights, licenses, and authority to do so;
• any digital asset, artwork, or content referenced therein does not infringe or violate any third-party intellectual-property rights; and
• any wallet or address designated to receive proceeds, royalties, or other benefits is lawfully entitled to such benefits.

You agree to indemnify and hold harmless MacroStrategy Labs from any claim, demand, or proceeding arising from any infringement or alleged infringement associated with a Strategy or Smart Contract deployed by you.

15. DISCLAIMER OF WARRANTIES

The Services are provided “as is” and “as available” without warranties of any kind, whether express or implied. To the fullest extent permitted by law, MacroStrategy Labs disclaims all warranties, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted functionality.

MacroStrategy Labs does not warrant that the Services or any Strategy will operate without error, vulnerability, or defect, nor that they will meet any user's expectations or requirements.

16. ASSUMPTION OF RISK

By using the Services, you acknowledge and accept the inherent risks associated with blockchain technology, including but not limited to:

• Smart-contract failures or exploits;
• Network congestion, transaction delays, or excessive gas fees;
• Loss or compromise of private keys;
• Price volatility of digital assets;
• Adverse regulatory developments; and
• Permanent and irreversible loss of assets.

You assume full responsibility for all such risks and waive any claim against MacroStrategy Labs arising therefrom.

17. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, MacroStrategy Labs, its officers, employees, affiliates, and agents shall not be liable for any indirect, consequential, incidental, exemplary, or special damages (including loss of profit, data, or goodwill) arising out of or in connection with the Services or these Terms, regardless of the cause of action and even if advised of the possibility of such damages.

In no event shall MacroStrategy Labs' aggregate liability exceed the lesser of (a) one hundred United States dollars (US$100) or (b) the amount paid by you directly to MacroStrategy Labs for the specific Service giving rise to the claim.

18. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless MacroStrategy Labs, its directors, employees, agents, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your use or misuse of the Services;
• your breach of these Terms;
• any Smart Contract or Strategy you deploy;
• your violation of any applicable law; or
• any infringement of third-party rights resulting from your conduct.

This obligation shall survive termination of these Terms.

19. GOVERNING LAW

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

20. DISPUTE RESOLUTION AND ARBITRATION

Any dispute, controversy, or claim arising out of or in connection with these Terms or the Services shall be finally resolved by arbitration in accordance with the BVI IAC Arbitration Rules, which are deemed to be incorporated by reference into this clause.

The arbitral tribunal shall consist of a single arbitrator appointed by the BVI International Arbitration Centre (BVI IAC). The seat of arbitration shall be the British Virgin Islands, and the language of the arbitration shall be English.

The award rendered by the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

You agree that all claims shall be brought in your individual capacity only and not as part of any collective or representative action.

21. TERMINATION

MacroStrategy Labs may, in its sole discretion, suspend or terminate your access to the Services at any time, with or without cause, and without liability. Upon termination, all licenses and rights granted to you under these Terms shall immediately cease. Sections which by their nature are intended to survive termination shall continue in full force and effect.

22. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. Such invalid provision shall be modified or interpreted to the minimum extent necessary to make it enforceable while preserving the parties' intent.

23. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and MacroStrategy Labs regarding the subject matter herein and supersede all prior understandings or representations, whether oral or written. No waiver of any provision shall be deemed a continuing waiver unless expressly stated in writing.

24. CONTACT INFORMATION

For any questions, notices, or reports relating to these Terms, please contact:

MacroStrategy Labs
Road Town, Tortola, British Virgin Islands
Email: legal@macrostrategylabs.com