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Terms of Service

Last Updated: May 12, 2026 · Effective Date: May 12, 2026

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you, either individually or on behalf of the entity you represent ("Customer", "you", or "your"), and Philidor Labs LLC, a Wyoming limited liability company with principal place of business at 30 N Gould St, STE R, Sheridan, WY 82801, USA ("Philidor", "we", "us", or "our").

By accessing or using any website, application, API, dashboard, data feed, or other service operated by Philidor, including without limitation philidor.io, analytics.philidor.io, api.philidor.io, docs.philidor.io, vaults.philidor.io, agents.philidor.io, mcp.philidor.io, and any other subdomain of philidor.io (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you do not agree to these Terms, you must not access or use the Services.

If you are accessing or using the Services on behalf of an entity, you represent and warrant that (a) you have full legal authority to bind that entity to these Terms, (b) you have read and understood these Terms, and (c) you agree to these Terms on behalf of that entity. In such case, "Customer" refers to that entity.

Manifestation of Assent. Customer manifests assent to these Terms by any one or more of the following actions: (a) clicking "I Agree," "Continue," "Accept," or any similar affirmative-assent control presented on or in connection with the Services; (b) creating an account, generating an API key, or accessing any authenticated portion of the Services; (c) dismissing, closing, or interacting past any in-product notice, banner, or interstitial that references these Terms; or (d) continuing to access or use the Services after these Terms have been made conspicuously available to Customer. Customer agrees that each such action constitutes Customer's manifestation of assent to these Terms and that Customer has had a reasonable opportunity to review these Terms in their entirety prior to taking such action. Customer further agrees that an electronic record of Customer's manifestation of assent (including server-side logs of API key issuance, account creation, banner dismissal, or session continuation) shall be admissible as conclusive evidence of Customer's acceptance of these Terms.

2. Description of the Services

Philidor operates a data and analytics platform that aggregates, processes, and presents publicly available on-chain data and derived metrics relating to decentralized finance ("DeFi") protocols, vaults, tokenized real-world assets ("RWA"), and related digital asset instruments. The Services include, without limitation:

  • Public blockchain data aggregation and normalization;
  • Computed risk metrics, diversification indicators, and composition analytics ("Risk Data");
  • API endpoints providing programmatic access to Risk Data and underlying on-chain data;
  • A web-based analytics interface;
  • Alerts, notifications, and monitoring functionality based on user-defined parameters;
  • Documentation and methodology descriptions.

The Services are data and analytics tools. They are not investment management services, trading services, brokerage services, custody services, or advisory services. Philidor does not custody, hold, transmit, or transact in digital assets on behalf of Customer.

3. No Financial Advice; No Fiduciary Relationship

3.1 No Advice

The Services and any data, metrics, scores, rankings, alerts, indicators, or other output made available through the Services (collectively, "Data") are provided for informational and analytical purposes only. Nothing contained in or accessible through the Services constitutes, or is intended to constitute:

  • Investment advice;
  • Financial advice;
  • Trading advice;
  • Tax advice;
  • Legal advice;
  • Accounting advice;
  • A recommendation, solicitation, endorsement, or offer to buy, sell, hold, stake, deposit, withdraw, or otherwise transact in any digital asset, token, vault, protocol, security, derivative, or financial instrument;
  • A guarantee, prediction, or forecast of future performance, returns, value, or risk; or
  • An invitation or inducement to engage in any investment activity.

3.2 No Adviser Relationship

Philidor does not provide investment advice within the meaning of the Investment Advisers Act of 1940 or any analogous state or non-US law. Philidor does not effect transactions in securities and is not a broker-dealer under Section 3(a)(4) of the Securities Exchange Act of 1934, is not an exchange, alternative trading system, or clearing agency, is not a commodity trading advisor, commodity pool operator, introducing broker, or futures commission merchant under the Commodity Exchange Act, is not a transfer agent under Section 17A of the Securities Exchange Act of 1934, is not a money services business, money transmitter, or virtual currency business under any federal or state law (including without limitation 31 U.S.C. § 5330, the New York virtual currency "BitLicense" regulations, or any state money transmission statute), and is not registered as any such entity in any jurisdiction. Philidor does not custody, hold, transmit, exchange, issue, redeem, or otherwise effect transactions in digital assets, securities, commodities, derivatives, fiat currency, or other financial instruments on behalf of Customer or any other person. Philidor's analysis, scores, classifications, and other output constitute generalized data and commentary published for a broad audience through impersonal means and are not personalized to Customer's individual circumstances, investment objectives, financial condition, or particular needs, nor are they designed to constitute advice with respect to any specific security, commodity, digital asset, vault, protocol, or instrument.

The relationship between Philidor and Customer created by these Terms is solely that of a software-and-data provider and its commercial customer. No fiduciary, advisory, agency, partnership, joint venture, or trust relationship is created. Philidor owes Customer no duty of loyalty, duty of care, or fiduciary duty beyond the express obligations stated in these Terms.

3.3 Customer's Independent Decision-Making

Customer is solely responsible for all investment, trading, capital allocation, risk management, and operational decisions made by Customer or any third party in connection with or in reliance on the Services or the Data. Customer must conduct its own due diligence, consult its own qualified advisors (legal, tax, financial, and otherwise) where appropriate, and independently verify any Data before relying on it.

3.4 Inherent Risks of Digital Assets and DeFi

Customer acknowledges and understands that DeFi protocols, smart contracts, digital assets, tokenized real-world assets, and related instruments are subject to substantial risks, including without limitation: smart-contract exploits, bugs, and economic attacks; oracle manipulation; protocol governance attacks; sudden and complete loss of value; market volatility; liquidity risks; rug pulls and fraud; regulatory enforcement and shutdown; loss of access due to private-key loss; chain reorganizations; and total and permanent loss of capital. Customer may lose all amounts deployed to any protocol or instrument referenced or analyzed by the Services. Philidor does not represent or warrant that any protocol, vault, token, or instrument identified, scored, ranked, or referenced by the Services is safe, sound, solvent, or appropriate for Customer.

3.5 No Affiliation with Analyzed Entities

Philidor has no agency, partnership, joint venture, employment, brokerage, sponsorship, common control, or other business relationship with any protocol, vault, smart contract, token issuer, curator, deployer, validator, operator, or other entity referenced, scored, ranked, classified, or otherwise analyzed by the Services, except as expressly disclosed in writing on the Services or in a signed agreement between Philidor and such entity. The inclusion or analysis of any such entity by the Services does not constitute an endorsement, sponsorship, recommendation, certification, audit, vetting, or approval by Philidor, and does not create any legal relationship, duty, or liability between (a) Philidor and the analyzed entity, (b) Philidor and any user, customer, counterparty, or depositor of the analyzed entity, or (c) Philidor and Customer with respect to any transaction involving the analyzed entity. Customer acknowledges that Philidor has no ability to control, audit, modify, suspend, or remediate the conduct, smart-contract code, governance, or operations of any analyzed entity.

4. Customer Acknowledgments and Representations

By accessing or using the Services, Customer represents, warrants, and acknowledges that:

  • (a) Sophistication. Customer is a sophisticated party with sufficient knowledge, experience, and capability to independently evaluate the Services, the Data, and the digital assets, protocols, and instruments to which the Data relates.
  • (b) Not a Consumer. Customer is not accessing or using the Services as a "consumer" under any applicable consumer protection law and represents that its use of the Services is for business or commercial purposes only.
  • (c) Independent Verification. Customer will independently verify, validate, and corroborate any Data using public blockchain explorers and other authoritative sources before using such Data as the basis for any transaction, capital allocation, customer-facing product, automated process, trading decision, or other action with material consequences.
  • (d) Operational Controls. If Customer integrates the Services or the Data into any automated, programmatic, or systematic process (including automated trading, position management, risk monitoring, or customer-facing applications), Customer will implement and maintain appropriate validation, monitoring, error-handling, circuit breakers, redundancy, fallback logic, and human-in-the-loop controls.
  • (e) Assumption of Risk. Customer assumes all risk associated with its use of the Services and the Data and will not attribute to Philidor any losses, damages, or liabilities arising from Data errors, omissions, latency, unavailability, or any decisions made by Customer or third parties in reliance on the Data.
  • (f) No Reliance on External Representations. Customer has not relied on any statement, representation, warranty, demonstration, marketing material, sales communication, or assurance made by Philidor or any person on Philidor's behalf, other than the representations and warranties expressly set forth in these Terms.
  • (g) Authority and Capacity. Customer has all rights, licenses, authorizations, and approvals required by applicable law to access and use the Services in its business.
  • (h) Compliance. Customer will comply with all laws, regulations, and rules applicable to its use of the Services, including without limitation securities laws, commodities laws, banking laws, anti-money-laundering laws, sanctions and export-control laws, tax laws, and data protection laws.
  • (i) No Sanctions or Restricted Status. Customer is not, and is not acting on behalf of any person or entity that is: (i) located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive economic sanctions administered by the United States Office of Foreign Assets Control ("OFAC"), the United Nations, the United Kingdom, or the European Union (currently including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk and Luhansk People's Republics); (ii) listed on any sanctions list maintained by OFAC, the United Nations, the United Kingdom, the European Union, or any other relevant authority; or (iii) 50% or more owned by any such person or entity.
  • (j) No-Reliance Waiver. To the maximum extent permitted by applicable law, Customer expressly waives any claim, cause of action, or theory of liability against Philidor predicated on reliance — reasonable, foreseeable, justified, or otherwise — upon any rating, score, classification, tier label, indicator, alert, ranking, or analysis published through the Services. Any decision by Customer (or any agent, affiliate, or third party acting at Customer's direction or for Customer's benefit) to deploy, withdraw, allocate, rebalance, or otherwise act with respect to any capital, asset, position, or instrument is, as between Customer and Philidor, conclusively presumed to be the result of Customer's own independent analysis, due diligence, and judgment, undertaken without reliance on the Services, the Data, or any statement or omission of Philidor.

5. Known Data Limitations

Customer acknowledges that the Data is derived from a combination of public blockchain RPC endpoints, third-party data oracles, protocol APIs, indexing services, and Philidor's proprietary methodologies. Customer specifically acknowledges and accepts the following known limitations of the Data:

  • (a) Latency. There is an inherent delay between on-chain events and the availability of corresponding Data, typically ranging from several seconds to several minutes, and occasionally longer during periods of network congestion, oracle delay, or upstream provider degradation.
  • (b) Source Errors. Underlying data sources, including third-party oracles and protocol APIs, may contain errors, omissions, manipulation, or stale information, and such errors propagate into the Data.
  • (c) Chain Reorganizations. Data reflecting recent on-chain events may be invalidated or revised due to blockchain reorganizations.
  • (d) Coverage Gaps. The Services may not cover all protocols, vaults, tokens, chains, contract versions, or forks, and may exhibit delays in adding new coverage.
  • (e) Modeling Limitations. Risk metrics, scores, rankings, diversification indicators, and other derived analytics are produced by proprietary models that involve assumptions, estimations, simplifications, and judgment calls. Such derived analytics may not capture all relevant risks, may be wrong, and may change methodology over time.
  • (f) Discrepancies with On-Chain State. Displayed Data may diverge from the underlying on-chain state at any given moment due to indexing delays, computation pipelines, or caching.
  • (g) Service Interruptions. The Data may be temporarily or permanently unavailable due to Philidor's own operational issues or due to failures of upstream providers, blockchain networks, or third-party services.
  • (h) Methodology Changes. Philidor may modify, replace, recalculate, or discontinue any Data, metric, score, or methodology at any time without notice.
  • (i) Historical Data. Past values of Data, including past risk scores and past performance of analyzed protocols, do not guarantee or predict future values, performance, or risk.

No Duty to Update or Correct. Philidor has no duty to update, correct, supplement, recalculate, retract, withdraw, or notify Customer or any third party of any change to, or error in, any previously published Data, methodology, score, classification, tier assignment, alert, or analysis, even if Philidor subsequently becomes aware of facts that would alter such Data. Any obligation of Philidor to update or correct Data exists, if at all, solely pursuant to a separate written agreement signed by an authorized officer of Philidor.

Customer's continued use of the Services constitutes ongoing acceptance of these limitations.

6. Eligibility and Account Registration

6.1 Eligibility

To access certain features of the Services, Customer must register for an account. Customer represents that Customer is at least 18 years of age and has the legal capacity to enter into binding contracts.

6.2 Account Information

Customer must provide accurate, current, and complete information during registration and must keep such information updated. Customer is solely responsible for safeguarding its account credentials and API keys and for all activity occurring under its account.

6.3 Verification

Philidor may, at its sole discretion, require Customer to undergo identity verification, business verification ("KYB"), or sanctions screening as a condition of access. Customer agrees to cooperate with such requests and to provide accurate documentation upon request.

6.4 Suspension for Verification Failure

Philidor may suspend, restrict, or terminate access if Philidor reasonably believes that Customer has failed any verification check, is engaged in prohibited activity, or is subject to sanctions or other legal restrictions.

7. API Access, Use Restrictions, and Acceptable Use

7.1 License Grant

Subject to these Terms and any applicable subscription or access tier, Philidor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, for the duration of Customer's authorized access to the Services (whether under a paid subscription tier, a free or public-access tier, an evaluation or trial tier, or otherwise), to access and use the Services and the Data solely for Customer's internal business purposes and strictly in accordance with these Terms. This license terminates automatically upon any breach of these Terms, upon revocation by Philidor, or upon termination under Section 14, whichever occurs first.

7.2 Use Restrictions

Customer will not, and will not permit any third party to:

  • (a) Resell, sublicense, rent, lease, distribute, or otherwise commercially redistribute the Services or the Data, in whole or in part, except as expressly permitted by Customer's applicable subscription tier and any written agreement with Philidor.
  • (b) Make the Data available to retail or consumer end users without Philidor's prior written consent.
  • (c) Use the Services, the Data, or any derivative or extract thereof to train, fine-tune, ground, prompt, build training corpora for, evaluate, benchmark, distill, or otherwise input to any machine learning, artificial intelligence, large language model, or other automated system, including for the purpose of risk scoring, protocol analysis, vault analysis, on-chain analytics, due diligence, portfolio composition analysis, real-world asset tokenization analysis, or any analogous service, whether or not such system or service is intended to compete with the Services. The foregoing restriction applies regardless of whether the resulting model or system is used internally, made available to third parties, or distributed for free.
  • (d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, methodologies, models, weights, or architecture of the Services, except to the extent such restriction is prohibited by applicable law.
  • (e) Remove, obscure, or alter any proprietary notices, branding, or attribution contained in or displayed by the Services.
  • (f) Circumvent or attempt to circumvent any rate limit, access control, authentication mechanism, or technical restriction.
  • (g) Use the Services to engage in market manipulation, wash trading, front-running, spoofing, layering, or any other manipulative or deceptive trading practice.
  • (h) Use the Services in any manner that violates applicable law, infringes any third-party right, or harms Philidor or its users.
  • (i) Use the Services to facilitate transactions for or on behalf of any sanctioned person or in any sanctioned jurisdiction.
  • (j) Use automated scraping, crawling, or harvesting techniques to bulk-extract Data outside of authorized API access.
  • (k) Interfere with or disrupt the integrity or performance of the Services, including by introducing viruses, malware, or any other harmful code.
  • (l) Attempt to gain unauthorized access to the Services or to any related systems, networks, or accounts.

7.3 Rate Limits

Customer agrees to comply with any rate limits, request quotas, or fair-use policies applicable to its subscription tier. Philidor may throttle, suspend, or terminate access for excessive or abusive usage.

7.4 API Keys

Customer is solely responsible for safeguarding its API keys. Any activity occurring through Customer's API keys is deemed authorized by Customer. Customer must notify Philidor immediately upon discovering any unauthorized use of its credentials.

8. Intellectual Property

8.1 Philidor's Rights

The Services, Data, software, methodologies, models, scores, user interfaces, designs, documentation, trademarks, logos, and all other materials provided by or through the Services (collectively, the "Philidor IP") are and remain the exclusive property of Philidor and its licensors, and are protected by intellectual property laws.

Except for the limited license expressly granted in Section 7.1, no rights, title, or interest in or to the Philidor IP are granted to Customer, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

8.2 Customer's Rights in Customer Data

As between the parties, Customer retains all rights, title, and interest in and to any data that Customer submits to the Services ("Customer Data"). Customer grants Philidor a worldwide, non-exclusive, royalty-free license to use, host, store, process, transmit, and display Customer Data as necessary to provide and improve the Services and to comply with applicable law.

8.3 Usage Data; De-Identified and Aggregated Data

Philidor may collect and use technical and usage data about Customer's interaction with the Services. Philidor may further generate de-identified, anonymized, or aggregated data derived from Customer's use of the Services ("Aggregated Data"). Aggregated Data does not identify Customer or any individual and is owned by Philidor. Philidor may use Aggregated Data for any lawful business purpose, including improving the Services, developing new products, benchmarking, and publishing industry statistics.

8.4 Feedback

If Customer provides any suggestions, ideas, enhancement requests, feedback, or recommendations ("Feedback"), Philidor may freely use, modify, and incorporate such Feedback without restriction and without compensation to Customer.

8.5 Customer Publicity License

Customer grants Philidor a limited, royalty-free, worldwide, non-exclusive license to identify Customer as a customer of Philidor, including by use of Customer's name, logo, and word marks, in customer lists, sales decks, case studies, the Philidor website, investor materials, and similar marketing communications, subject to any written brand or trademark guidelines Customer provides to Philidor in advance. Customer may revoke this license prospectively by providing thirty (30) days' written notice to contact@philidor.io; revocation does not require Philidor to recall, recover, or remove materials already published or distributed prior to the effective date of revocation.

9. Third-Party Services and Data Sources

The Services rely on and incorporate data, infrastructure, and services provided by third parties, including without limitation public blockchain networks, RPC providers, oracle networks, indexing services, and hosted infrastructure providers ("Third-Party Services"). Philidor does not control Third-Party Services and is not responsible for their availability, accuracy, performance, security, or actions. Customer's use of any Third-Party Service is governed by the terms of that Third-Party Service.

Some Data may be subject to additional restrictions imposed by upstream data providers. Customer agrees to comply with any such pass-through restrictions of which Philidor provides notice.

10. Disclaimers

10.1 AS-IS / AS-AVAILABLE

THE SERVICES, THE DATA, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHILIDOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.2 No Warranty as to Data

WITHOUT LIMITING THE FOREGOING, PHILIDOR MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE DATA IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (B) ANY RISK SCORE, METRIC, OR INDICATOR REFLECTS ACTUAL RISK OR FUTURE OUTCOMES; (C) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) DEFECTS OR ERRORS WILL BE CORRECTED; OR (E) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF MALICIOUS CODE.

10.3 No Warranty as to Outcomes

PHILIDOR MAKES NO REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE PERFORMANCE OF ANY DECISION, TRANSACTION, OR ACTION TAKEN IN RELIANCE ON THE DATA.

10.4 Jurisdiction-Specific Limitations

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the exclusions in this Section may not apply to Customer. Such warranties as cannot be excluded are limited to the maximum extent permitted by applicable law.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHILIDOR OR ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

  • (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
  • (b) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL;
  • (c) LOSS OR CORRUPTION OF DATA;
  • (d) LOSS OF CRYPTOCURRENCY, DIGITAL ASSETS, TOKENS, OR FUNDS;
  • (e) LOSSES ARISING FROM TRADING, INVESTMENT, OR CAPITAL ALLOCATION DECISIONS;
  • (f) LOSSES ARISING FROM SMART CONTRACT EXPLOITS, ORACLE FAILURES, OR PROTOCOL FAILURES;
  • (g) COST OF SUBSTITUTE GOODS OR SERVICES; OR
  • (h) ANY OTHER COMMERCIAL DAMAGES OR LOSSES,

ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PHILIDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap on Liability

PHILIDOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED, WILL NOT EXCEED THE GREATER OF:

  • (A) THE TOTAL FEES PAID BY CUSTOMER TO PHILIDOR IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
  • (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

For the avoidance of doubt, where Customer has paid no fees to Philidor in the relevant six-month period — including without limitation any use by Customer of free, public, trial, evaluation, sandbox, unauthenticated, or open-access tiers of the Services — Philidor's total aggregate liability shall be capped at ONE HUNDRED UNITED STATES DOLLARS (US$100), and Customer expressly acknowledges that no "essential purpose" failure argument or analogous theory may be used to lift this cap.

11.3 Essential Basis

CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED BY PHILIDOR REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT THE LIMITATIONS IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.4 Jurisdictional Limits

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the foregoing limitations apply to the maximum extent permitted by applicable law.

11.5 Carve-Outs

Nothing in this Section 11 limits or excludes liability for fraud, intentional misrepresentation, or any other liability that cannot be limited or excluded as a matter of applicable law. Any such non-excludable liability is limited to the minimum extent required by, and only as expressly permitted under, applicable law. The existence of any non-excludable liability shall not, by itself, render invalid or unenforceable any other limitation, exclusion, or cap in this Section 11, all of which shall remain in full force and effect to the maximum extent permitted by applicable law and shall be severable from any portion held unenforceable.

12. Indemnification

12.1 By Customer

Customer will defend, indemnify, and hold harmless Philidor and its affiliates, officers, directors, members, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • (a) Customer's use of, or reliance on, the Services or the Data, including any investment, trading, capital allocation, or operational decision made by Customer or any third party;
  • (b) Any redistribution, sublicensing, or onward provision of the Data by Customer;
  • (c) Customer's breach of these Terms or any representation, warranty, or covenant made by Customer;
  • (d) Customer's violation of any law, regulation, or third-party right;
  • (e) Any claim by Customer's end users, clients, counterparties, employees, agents, or affiliates relating to the Data, the Services, or losses arising from positions or actions taken in reliance on the Data; and
  • (f) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right.

12.2 Procedure

Philidor will provide Customer with prompt written notice of any claim for which indemnification is sought (provided that failure to give prompt notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced thereby). Subject to Philidor's rights below, Customer will control the defense and settlement of the claim, provided that Customer will not settle any claim in a manner that imposes any obligation, admission, payment, or restriction on Philidor without Philidor's prior written consent.

Philidor may, at its option and upon written notice to Customer, (i) participate in the defense with counsel of its choice at Philidor's own expense, or (ii) assume sole control of the defense and settlement of any claim at Customer's expense if, in Philidor's reasonable judgment: (a) the claim involves Philidor's intellectual property, reputation, regulatory standing, trade secrets, or confidential information; (b) Customer's defense is materially inadequate, untimely, or in bad faith; (c) Customer fails to acknowledge in writing the full indemnification obligation within ten (10) business days of Philidor's request; (d) the claim seeks non-monetary or injunctive relief against Philidor; or (e) joint defense raises a material conflict of interest. Customer shall reasonably cooperate, and shall cause its affiliates and personnel to reasonably cooperate, with Philidor in any such defense, including by providing documents, witnesses, and access on a cost-reimbursement basis.

13. Confidentiality

Each party may have access to information of the other party that is non-public and proprietary ("Confidential Information"). The receiving party will use Confidential Information solely to perform its obligations or exercise its rights under these Terms and will protect it with the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care). Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known prior to disclosure, is rightfully received from a third party without confidentiality obligations, or is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information as required by law, provided that it gives the disclosing party reasonable prior notice (where legally permitted).

14. Term, Suspension, and Termination

14.1 Term

These Terms commence upon Customer's first access to the Services and continue until terminated as set forth herein.

14.2 Termination by Customer

Customer may terminate its account and cease using the Services at any time by following the account-closure procedure within the Services or by providing written notice to Philidor.

14.3 Termination by Philidor

Philidor may suspend or terminate Customer's access to the Services, in whole or in part, at any time and without prior notice if:

  • (a) Customer breaches these Terms;
  • (b) Philidor reasonably believes that Customer's use of the Services creates legal, regulatory, security, or reputational risk to Philidor;
  • (c) Customer fails any sanctions screening, KYB, or other verification check;
  • (d) Customer's use of the Services materially exceeds applicable rate limits or fair-use thresholds;
  • (e) Continued provision of the Services to Customer would, in Philidor's reasonable judgment, violate applicable law; or
  • (f) Customer becomes the subject of any bankruptcy, insolvency, or similar proceeding.

14.4 Effect of Termination

Upon termination: (a) Customer's right to access the Services ceases immediately; (b) Customer must cease all use of the Services and the Data; (c) all outstanding amounts owed to Philidor become immediately due; and (d) any provision that by its nature should survive termination will so survive (including without limitation Sections 3, 4, 5, 7, 8, 10, 11, 12, 13, 15, 16, 17, and 19).

14.5 Modification or Discontinuation of Services

Philidor may modify, suspend, or discontinue all or any part of the Services at any time, with or without notice. Philidor will not be liable to Customer or any third party for any such modification, suspension, or discontinuation.

15. Modifications to These Terms

Philidor may modify these Terms from time to time. The "Last Updated" date at the top of these Terms reflects the date of the most recent modification. Philidor will provide notice of material changes by posting an updated version on the Services and/or by other reasonable means. Customer's continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must cease using the Services.

Material Changes; Notice and Right to Reject. Notwithstanding the foregoing, for material changes to Section 11 (Limitation of Liability), Section 12 (Indemnification), or Section 16 (Dispute Resolution; Governing Law; Arbitration), Philidor will provide at least thirty (30) days' advance notice by displaying a conspicuous in-product notification, banner, or interstitial referencing the modified Terms, and the change will take effect only upon the expiration of such notice period or upon Customer's affirmative acceptance of the modified Terms (whichever is earlier). If Customer does not agree to such a material change, Customer's sole and exclusive remedy is to terminate Customer's account and cease use of the Services before the effective date. No modification to Section 11, 12, or 16 shall apply retroactively to any claim, dispute, or cause of action that has accrued before the effective date of such modification.

16. Dispute Resolution; Governing Law; Arbitration

16.1 Governing Law

These Terms, and any dispute arising out of or related to these Terms or the Services, are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties will attempt in good faith to resolve any dispute informally by written notice describing the dispute and the proposed resolution. If the dispute is not resolved within thirty (30) days of such notice, the parties may proceed to arbitration as set forth below.

16.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or related to these Terms or the Services that is not resolved through informal resolution will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as modified by these Terms. The arbitration will be conducted by a single arbitrator. The seat of the arbitration will be Cheyenne, Wyoming, or another location mutually agreed by the parties. The arbitration may be conducted in person, by documents only, by telephone, or by videoconference. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Delegation of Gateway Issues. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, waiver, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void, voidable, or unconscionable. The arbitrator's determinations on such gateway issues shall be final and binding. This delegation provision is severable from the remainder of Section 16.

16.4 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN ANY COURT. NEITHER THE ARBITRATOR NOR ANY COURT MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND NEITHER MAY OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, COLLECTIVE, MASS, OR CLASS PROCEEDING.

Severability of Class Waiver. The class-action and representative-action waiver set forth in this Section 16.4 is severable from the remainder of these Terms and from Section 16.3 (Binding Arbitration). If a court of competent jurisdiction finds the class waiver unenforceable as to a particular claim or remedy, that specific claim or remedy shall proceed individually — without class, collective, mass, consolidated, or representative treatment — in the courts specified in Section 16.5, while all other claims and remedies shall remain subject to binding individual arbitration under Section 16.3. Under no circumstances may any claim against Philidor be resolved on a class, collective, mass, consolidated, or representative basis, whether in arbitration or in court.

16.5 Carve-Outs and Exclusive Forum

Notwithstanding the foregoing, either party may: (a) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information; and (b) bring an action in small-claims court for disputes within that court's jurisdiction.

Exclusive Forum for Court Actions. Any action permitted under clause (a) of this Section 16.5, any action by a court following severance of a class-waiver claim under Section 16.4, and any action to confirm, vacate, modify, or enforce an arbitration award shall be brought exclusively in the state or federal courts located in Sheridan County, Wyoming, and each party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection based on inconvenient forum, lack of personal jurisdiction, or otherwise. The parties further waive any right to a jury trial in any such court action to the maximum extent permitted by applicable law.

16.6 Limitations Period

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE EVENTS, ACTS, OR OMISSIONS GIVING RISE TO THE CLAIM, REGARDLESS OF WHEN THE CLAIM, HARM, OR INJURY IS DISCOVERED OR MANIFESTS, OR IT SHALL BE PERMANENTLY BARRED. THE PARTIES EXPRESSLY DISCLAIM AND WAIVE ANY "DISCOVERY RULE," "CONTINUING-TORT" DOCTRINE, EQUITABLE-TOLLING DOCTRINE, OR OTHER RULE OR DOCTRINE THAT WOULD EXTEND THIS LIMITATIONS PERIOD.

16.7 Prevailing Party Fees

In any action or proceeding to enforce these Terms, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.

16.8 Pre-Arbitration Notice; Mass Arbitration Protocol

Pre-Arbitration Notice. As a precondition to filing any arbitration demand under Section 16.3, Customer (or its counsel) shall first send written notice to Philidor at contact@philidor.io describing in reasonable detail the nature of the dispute, the relief sought, and the legal and factual basis for the claim, and shall allow Philidor sixty (60) days from receipt of such notice to investigate the claim and, at Philidor's option, to make an individual settlement offer. Any arbitration demand filed before expiration of this sixty (60) day period is subject to dismissal and Customer shall be responsible for Philidor's reasonable attorneys' fees incurred in seeking such dismissal.

Mass Arbitration Protocol. If twenty-five (25) or more arbitration demands of substantially similar nature are filed against Philidor by the same counsel, coordinated counsel, or counsel acting in concert within any one-hundred-eighty (180) day period (collectively, "Mass Filings"), the following procedures shall apply notwithstanding anything to the contrary in the AAA Commercial Arbitration Rules, the AAA Mass Arbitration Supplementary Rules, or any AAA fee schedule:

  • (a) Stay. All Mass Filings shall be stayed pending resolution of the bellwether process described below;
  • (b) Bellwether Selection. The parties shall in good faith each select five (5) bellwether cases (ten (10) total) to proceed individually before separate arbitrators;
  • (c) Bellwether Resolution. Upon issuance of awards in all bellwether cases, the parties shall in good faith mediate the remaining Mass Filings for ninety (90) days before a single AAA-appointed mediator;
  • (d) Batching. If mediation does not resolve the remaining Mass Filings, such filings shall proceed individually in batches of no more than fifty (50) at a time, with each batch fully resolved or withdrawn before the next batch commences;
  • (e) Fees. Philidor's obligation to pay AAA, arbitrator, or other administrative fees attributable to Mass Filings beyond AAA's standard fee schedule (and not the elevated mass-arbitration fee schedule) is expressly conditioned on Customer's good-faith participation in this Section 16.8. If Customer or its counsel refuses to participate in the bellwether or batching process, Customer shall bear all such excess fees; and
  • (f) Tolling. The limitations period in Section 16.6 shall be tolled solely for those individual Mass Filings that remain stayed under this Section 16.8 and only for the period of such stay.

The procedures in this Section 16.8 are intended to provide a fair and efficient mechanism for resolution of mass filings and to prevent abuse of the arbitration process. The arbitrator and any court with jurisdiction shall enforce these procedures.

17. Sanctions, Export Controls, and AML Compliance

Customer represents, warrants, and covenants that Customer will not use, export, re-export, or transfer the Services in violation of any applicable economic sanctions or export control laws, including without limitation those administered by OFAC, the US Department of Commerce, the United Nations, the European Union, or the United Kingdom. Customer further represents that it maintains, and will maintain, commercially reasonable anti-money-laundering and sanctions compliance practices appropriate to its business and use of the Services.

Philidor reserves the right to refuse service, suspend access, freeze accounts, or report activity to relevant authorities as required by applicable law or as Philidor deems appropriate to comply with sanctions and AML obligations.

18. Force Majeure

Philidor will not be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including without limitation: acts of God; natural disasters; war; terrorism; civil unrest; labor disputes; epidemics or pandemics; governmental actions; failures or unavailability of internet, telecommunications, or hosting infrastructure; failures of blockchain networks; chain reorganizations, forks, halts, or congestion; failures of oracle networks, RPC providers, indexing services, or other third-party data sources; smart contract exploits affecting upstream protocols; cyberattacks; or denial-of-service attacks.

19. General

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Form or written agreement executed between the parties referencing these Terms, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, with respect to their subject matter. In the event of any conflict between these Terms and a signed Order Form or written agreement, the signed Order Form or written agreement will control as to the matters expressly addressed therein.

19.2 No Reliance

Customer acknowledges that, in entering into these Terms, it has not relied on any statement, representation, warranty, or assurance (whether made innocently or negligently) other than those expressly set forth in these Terms.

19.3 Severability

If any provision of these Terms is found unenforceable, the remainder will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to render it enforceable while preserving the parties' original intent.

19.4 No Waiver

A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

19.5 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without Philidor's prior written consent, and any purported assignment without consent is void. Philidor may freely assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all assets, or by operation of law.

19.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship.

19.7 No Third-Party Beneficiaries

These Terms do not create any rights for, or confer any benefits upon, any person or entity other than the parties.

19.8 Notices and Service of Process

Ordinary notices to Philidor must be sent to contact@philidor.io and, if a paper notice is required by law, to Philidor Labs LLC, 30 N Gould St, STE R, Sheridan, WY 82801, USA. Notices to Customer may be sent to the email address on file for Customer's account or posted within the Services and are deemed given upon transmission or posting.

Service of Legal Process. Service of any summons, complaint, subpoena, arbitration demand, or other legal process on Philidor must be made on Philidor's registered agent for service of process in the State of Wyoming as listed in the public business filings of the Wyoming Secretary of State for Philidor Labs LLC. Service by email, social media, courier, or any other means is not effective service of legal process, and Customer waives any argument that any such alternative method of service constitutes proper service.

19.9 Headings

Section headings are for convenience only and do not affect interpretation.

19.10 Construction

The words "include," "includes," and "including" are deemed to be followed by "without limitation." Ambiguities will not be construed against the drafter.

19.11 Government End Users

The Services and any related software constitute "commercial items," "commercial computer software," and "commercial computer software documentation," as those terms are defined in 48 C.F.R. § 2.101, and are provided to US government end users with only those rights set forth in these Terms.

20. Contact

For questions about these Terms, please contact:

Philidor Labs LLC
Email: contact@philidor.io