1.1 Overview. These Terms and Conditions ("Terms") between you ("you," "your," "User") and Towerdex Inc., a corporation incorporated under the laws of the State of Delaware ("Company," "we," "us," "our"), govern your access to and use of our website at tower.exchange and app.tower.exchange (the "Website"), our software (the "App"), and all related services (collectively, the "Service"). For ease of reference, "Tower Exchange" or "Tower" refers to the Website, App, and Service collectively.

1.2 Acceptance of Terms. By accessing Tower Exchange, you agree to be bound by these Terms, our Privacy Policy, and any additional policies incorporated by reference. If you do not agree, do not access or use Tower Exchange. Continued use constitutes your express agreement to these Terms.

1.3 Definitions.

• "Account" means a registered account created by a User on Tower Exchange.
• "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "API" means the application programming interfaces, endpoints, documentation, SDKs, and tools made available by the Company to enable programmatic access to Tower Exchange functionality or data.
• "Arc" means the Arc blockchain network on which Tower Exchange principally operates.
• "Blockchain" means any distributed ledger or decentralized database, including Arc, on which the Protocol or transactions supported by Tower Exchange operate.
• "Content" refers to all information, data, text, graphics, and other materials made available through Tower Exchange.
• "Digital Assets" means cryptocurrencies, tokens, stablecoins, or other blockchain-based digital units of value that may be traded or transacted using Tower Exchange.
• "Intellectual Property Rights" means all present and future rights related to patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Protocol" refers to the decentralized smart contracts and blockchain networks, on Arc or other supported chains, with which Tower Exchange interacts to facilitate Digital Asset transactions. The Protocol operates independently of Tower Exchange, and transactions are executed directly on public blockchain networks.
• "Wallet" means a software application or hardware device that stores cryptographic keys and facilitates interaction with a Blockchain, including embedded wallets provisioned through Tower Exchange's wallet infrastructure provider.

1.4 Eligibility. To use Tower Exchange, you must have full legal capacity to enter into binding agreements. If you are a minor or otherwise lack legal capacity, you may use Tower Exchange only with the explicit permission and supervision of a parent or legal guardian, who must agree to these Terms on your behalf and assumes full responsibility for your compliance.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "User," "you," and "your" refer to both you individually and the entity you represent.

1.5 Geographical Restrictions. Tower Exchange restricts access to Users in any jurisdiction where our services would violate applicable law. Prohibited jurisdictions include, without limitation, any country or region subject to comprehensive sanctions or embargoes administered by the U.S., U.K., EU, or UN, and any territory where use of the Service is illegal or requires licensing that the Company does not hold. By accessing Tower Exchange, you represent that: (i) you are not located in, incorporated in, or ordinarily resident in a prohibited jurisdiction; (ii) you are not on any sanctions list, including the U.S. OFAC List of Specially Designated Nationals; and (iii) you will not use Tower Exchange to conduct or facilitate transactions with persons or entities in prohibited jurisdictions. You agree not to use VPNs, proxies, or other means to circumvent these restrictions. Circumventing geo-blocking is a material breach of these Terms and may result in termination of access and disclosure to relevant authorities.

2.1 Service Description. Tower Exchange is a stablecoin decentralized exchange aggregator operating natively on the Arc blockchain. Tower Exchange enables Users to swap Digital Assets by routing orders across integrated Arc-native DEX liquidity sources (including but not limited to Xylonet, Synthra, and Unitflow) to seek favorable pricing and execution, assisted by an AI conversational agent. Tower Exchange also provides cross-chain bridging (via Circle's Cross-Chain Transfer Protocol and related infrastructure) and recurring order (dollar-cost averaging) functionality, and may offer additional features as the platform evolves.

At this time, Tower Exchange does not charge platform fees for basic swap transactions; Users are responsible only for standard blockchain network fees. The Company reserves the right to introduce fees for future products or features, which will be disclosed prior to use of the applicable feature. All transactions initiated through Tower Exchange are executed by smart contracts on public blockchain networks, not by the Company as an intermediary, and the Company never takes custody of your Digital Assets.

The Company reserves the right, at its sole discretion, to modify, update, or discontinue any aspect of Tower Exchange's services at any time, with or without prior notice. Continued use after such changes constitutes acceptance of the updated services and any revised Terms.

2.2 Wallets and Accounts. To use Tower Exchange, you must connect a compatible Digital Asset Wallet, which may be a self-custodial wallet you control or an embedded wallet provisioned through the Company's wallet infrastructure provider. No separate custodial account is provided by Tower Exchange. You are solely responsible for maintaining the security of your Wallet credentials, including private keys and seed phrases where applicable. Tower Exchange cannot recover your private keys or reverse blockchain transactions.

Users agree to:

• Keep Wallet software updated and safeguard private keys; never share a seed phrase, private key, or Wallet password. Tower Exchange will never ask for this information.
• Only authorize Tower Exchange via a trusted device and Wallet, using official Tower Exchange interfaces, and exercise caution against phishing sites or fake applications.
• Carefully review all transaction details (asset type, amounts, recipient addresses) in the Tower Exchange interface and Wallet confirmation prompt before approving any transaction. Once submitted, on-chain transactions cannot be canceled or modified.
• Securely manage Account credentials and authorize transactions only through trusted devices.
• Immediately report suspicious activity or a compromised Account to Company support.

The Company disclaims liability for losses due to User negligence (e.g., sharing credentials, falling victim to phishing) and for Tower Exchange malfunctions, unsupported networks, service interruptions, or disputes between Users and their internet or wallet providers.

By creating an Account, you consent to receive electronic communications from the Company, including transactional and Account-related notices and, where you opt in, promotional communications. Consenting to promotional communications is not a condition of using Tower Exchange, and you may opt out at any time; opting out may not apply to communications necessary for providing the Service.

2.3 Information Accuracy. The Company takes reasonable measures to ensure the accuracy of data displayed on Tower Exchange but does not guarantee the accuracy, reliability, or completeness of the Service or its content. The Company is not liable for losses arising from inaccuracies, delays, or omissions in Content, your inability to access Tower Exchange, or transmission failures of instructions or notifications.

2.4 Third-Party Integrations. Tower Exchange integrates third-party infrastructure, including Circle's stablecoin and cross-chain infrastructure (USDC, EURC, Bridge Kit, CCTP, and related services) and third-party DEX liquidity sources on Arc. Use of features provided by third parties is subject to their own terms, and the Company is not responsible for their content or performance.

2.5 Acceptable Use Policy. By using Tower Exchange, you agree to:

• Lawful use: use Tower Exchange only for lawful purposes and in compliance with all applicable laws.
• System integrity: not engage in activity that harms, disables, overburdens, or impairs Tower Exchange's infrastructure, including denial-of-service attacks, malware distribution, or other interference.
• No unauthorized access: not attempt to gain unauthorized access to Tower Exchange's systems, networks, or data.
• No illegal financial activity: not use Tower Exchange for money laundering, terrorist financing, tax evasion, fraud, or dealing in proceeds of crime. Any such use will result in immediate termination and may be reported to law enforcement.
• No market manipulation: not engage in wash trading, pump-and-dump schemes, spoofing, layering, harmful front-running, insider trading, or other market manipulation. The Company may monitor trading activity and refuse, roll back, or restrict trades it suspects violate this provision.
• No phishing or impersonation: not create fake websites, emails, or social media accounts mimicking the Company or Tower Exchange.
• No unauthorized scraping: not use bots, crawlers, or automated tools to extract or replicate data from Tower Exchange without prior written consent, or bypass rate limits or other technical safeguards.
• No reverse engineering: not reproduce, distribute, modify, decompile, reverse engineer, or create derivative works of Tower Exchange or its software, except as expressly permitted by applicable law.
• No account sharing: not share Account credentials or transfer your Account without the Company's prior written consent.

Violations may result in suspension or termination of access, technical countermeasures, disclosure to law enforcement or regulators, civil claims, and recovery of the Company's reasonable enforcement costs.

2.6 Legal Compliance and Identity Verification. You agree to comply with applicable anti-money laundering, counter-terrorist financing, anti-fraud, and economic sanctions laws. You represent that the source of any funds used on Tower Exchange is lawful. The Company reserves the right, but has no obligation, to implement screening procedures or integrate third-party compliance tools, including screening wallet addresses against sanctions or flagged-address lists. If required by law or if suspicious activity is identified, the Company may request identity verification or source-of-funds documentation. Failure to comply may result in restriction, suspension, or termination of access. The Company may deny or deactivate access to Wallet addresses it determines, in its sole discretion, are linked to sanctioned parties or illicit activity, and will cooperate with relevant authorities as legally required.

3.1 Fees. Tower Exchange currently charges no software usage fees for standard swap transactions. Blockchain network fees (e.g., Arc network transaction fees) apply to on-chain transactions and are paid by you to network validators; these are not fees collected by the Company. The Company reserves the right to introduce or adjust fees for future services, which will be clearly disclosed before you incur them. You are responsible for all taxes associated with your use of Tower Exchange or related transactions; the Company does not provide tax advice.

3.2 Refunds. All fees and charges, whether Company fees or blockchain network fees, are non-refundable. Once a transaction is authorized on the blockchain, it cannot be undone, and any associated fees are final. This provision does not affect statutory consumer protection rights, except to the extent that any statutory withdrawal or "cooling-off" right is validly waived by execution of an instant, irrevocable Digital Asset transaction under applicable law.

4.1 Company Ownership. Tower Exchange, including its algorithms, routing engine, AI agent, interfaces, and associated features, is protected by copyright, trademark, trade secret, and other applicable intellectual property laws. The Website, App, and all related intellectual property rights are the exclusive property of the Company and its licensors. You may not remove, alter, or obscure any copyright, trademark, or proprietary notice appearing on Tower Exchange.

4.2 No Circumvention. You shall not attempt to circumvent usage limits by using multiple embedded wallets, IP address switching, or other technical means.

4.3 Throttling and Suspension. If you exceed usage limits or the Company suspects activity interfering with the normal functioning of Tower Exchange, the Company may throttle or suspend your access, including active recurring order positions.

4.4 Monitoring. You consent to the Company monitoring usage of Tower Exchange, including embedded wallet activity, for quality assurance, service improvement, and compliance verification.

You are solely responsible for the security of your Tower Exchange Account credentials and any exported private key. If you suspect your Account or exported private key has been compromised, secure your wallet independently and notify Tower Exchange support immediately.

6.1 Voluntary Termination. You may stop using an embedded wallet at any time. Your Digital Assets remain accessible independently, provided you have retained your exported private key.

6.2 Suspension or Revocation by the Company. The Company may terminate or suspend your access to embedded wallet features at any time, with or without notice, if it reasonably believes you have violated these Terms, your use poses a security, legal, or reputational risk, or continued provision of the Service is no longer commercially viable or legally permitted. Suspension or termination does not affect your ability to export your private key or withdraw your Digital Assets; your wallet and its contents remain solely yours at all times.

6.3 Effect on Recurring Orders. Upon termination or suspension, active recurring orders will be cancelled. Orders already submitted to the blockchain at that time will still execute and cannot be reversed. The Company is not liable for losses arising from such outstanding orders.

6.4 Surviving Provisions. Provisions that by their nature should survive termination will continue in effect after termination.

7.1 Limitation of Liability. To the extent not prohibited by law, the Company and its officers, directors, employees, and agents shall not be liable for direct, indirect, incidental, special, consequential, or exemplary damages arising from your use of, or inability to use, Tower Exchange or any of its features, including losses from failed or incorrectly executed recurring orders, price movements, loss of wallet access, smart contract failures, or third-party infrastructure disruptions. In no event shall the Company's cumulative liability exceed USD $5,000.

7.2 Indemnification. You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising from your use of Tower Exchange, your breach of these Terms, or any third-party claim relating to your use of the Service.

8.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. *[Counsel should confirm whether an arbitration clause, class-action waiver, or specific venue provision is desired here, consistent with the forum-selection clause in the Company's Bylaws.]*

8.2 Delaware Forum. Consistent with the Company's Bylaws, disputes relating to the internal affairs of the Company (as opposed to ordinary Service-related disputes) are subject to the exclusive jurisdiction of the Delaware Court of Chancery, to the extent that Bylaws provision applies to a given claim.

9.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional policies incorporated by reference, constitute the entire agreement between you and the Company regarding your use of Tower Exchange.

9.2 Amendments. The Company may update these Terms from time to time. Material changes will be communicated through the Website or App where required by law. Continued use after an update constitutes acceptance of the revised Terms.

9.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

9.4 No Waiver. The Company's failure to enforce any provision does not constitute a waiver of future enforcement.

9.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

Contact: For questions about these Terms, please contact Towerdex Inc. at support@tower.exchange.