Terms of Service

Capitalized terms used in these Terms have the meanings set out below or elsewhere in these Terms.

“Agreement” means these Terms, together with Appendix A, any applicable Supplement, and the Privacy Policy, each incorporated herein by reference.

“Customer,” “you,” “your” means the individual or entity that accesses or uses the Services.

“Documentation” means the technical documentation, API references, integration guides, and other materials made available by Newton Labs describing the use of the Services.

“Gateway” means the infrastructure operated by Newton Labs that stores encrypted Secrets and provides access to such Secrets to authorized Newton Protocol operators for purposes of Policy evaluation, as further described in Section 2.5. The Gateway may be used in connection with any integration with Newton Protocol and is not limited to use with any single Product.

“Newton Foundation” means the Newton Foundation, an independent Cayman Islands entity that stewards Newton Protocol. Newton Foundation is not an affiliate of Newton Labs.

“Newton Protocol” means the policy authorization protocol layer stewarded by Newton Foundation.

“Policy” or “Policy Pack” means the policy rules and parameters configured through a Product for use in Newton Protocol's policy evaluation process.

“Product” means any software development kit, application programming interface, dashboard, policy template, or other developer tool made available by Newton Labs that references these Terms. Newton Labs may make additional Products available from time to time, including Products designed for use with additional asset classes (for example, real-world assets or stablecoins). Each such Product is a Product under these Terms whether or not it is specifically named herein, and, unless Newton Labs states otherwise, is governed by these Terms together with any Supplement applicable to that Product.

“Secrets” means API credentials, keys, or similar information uploaded by you for storage in the Gateway.

“Services” means, collectively, the Website, the Documentation, the Products, the Gateway, and any other product, service, feature, or functionality made available by Newton Labs that references these Terms.

“Supplement” means any additional or supplemental terms that apply to your use of a specific Product.

“Website” means newton.xyz and any successor domain operated by Newton Labs.

Unless the context requires otherwise: (a) “including” means “including without limitation”; (b) references to a statute, regulation, or agreement include amendments and successor provisions; and (c) headings are for convenience only and do not affect interpretation. Ambiguities in these Terms will not be construed against the drafting party.

Newton Labs makes available the Services, including one or more Products, to enable developers, vault curators, RWA issuers, financial institutions, and other technical users to integrate Newton Protocol into their own applications, platforms, vaults, or infrastructure. The specific functionality of each Product is described in the applicable Documentation and, where applicable, a Supplement. Newton Labs may add, modify, or retire individual Products from time to time without amending these Terms.

Newton Protocol is stewarded by Newton Foundation, an entity independent of and not affiliated with Newton Labs. Newton Labs does not operate, control, or guarantee the availability, performance, or accuracy of Newton Protocol, the operator network, or the production of attestations. Your use of Newton Protocol itself, as distinct from your use of the Services, is governed solely by Newton Foundation's applicable terms.

A Policy evaluation performed using Newton Protocol is not a legal compliance determination. Newton Labs makes no warranty that any Product, Policy, or Policy Pack will correctly authorize or reject transactions, or identify sanctioned parties, prohibited transactions, or other categories of restricted activity. The Services are designed to help support, and do not replace, your own independent compliance program and obligations.

Newton Labs may from time to time make available Products or features identified as early access, beta, or similar (each, a “Beta Product”). Beta Products are provided “as is” and “as available,” may contain errors, and are provided without any warranty otherwise applicable under these Terms. Newton Labs may modify, suspend, or discontinue a Beta Product at any time without liability.

Secrets are encrypted by you or your systems before being uploaded to the Gateway. Newton Labs stores only the resulting encrypted envelope and does not hold the decryption key or otherwise have the ability to read a Secret's contents. Newton Labs provides limited access to stored Secrets to authorized Newton Protocol operators for the purpose of Policy evaluation, and to Newton Labs personnel solely for Gateway maintenance. Newton Labs' obligations with respect to a Secret do not extend beyond its retrieval by a Newton Protocol operator. Newton Labs may modify or discontinue the Gateway's functionality at its discretion.

A Product may incorporate outputs from third-party data providers to inform Policy evaluation. Newton Labs does not control, verify, or guarantee the accuracy, completeness, timeliness, or availability of any third-party data provider's output, and is not responsible for losses arising from a data provider's unavailability or incorrect output.

Newton Labs may offer certain Services free of charge and may charge fees for other Services as described in the applicable Documentation or a Supplement. Newton Labs will endeavor to provide notice before any Services you are then using begin carrying a fee.

Newton Labs may modify, suspend, or discontinue all or part of the Services at any time, with or without notice.

Certain consumer functionality is made available at agents.newton.xyz, staking.newton.xyz, or other locations. Your use of the Consumer App is governed by Appendix A, which is incorporated into and forms part of these Terms.

You represent that you are at least 18 years of age (or the age of legal majority in your jurisdiction) and, if you are entering into these Terms on behalf of an entity, that you have the authority to bind that entity.

Certain Services require you to register for an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You represent and warrant that you are not, and are not owned or controlled by, or acting on behalf of, any person identified on any sanctions or restricted party list maintained by the U.S. government (including OFAC's Specially Designated Nationals and Blocked Persons List) or other applicable governmental authority, and that you are not located, organized, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions or embargo.

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

(a) use the Services in violation of applicable law, including anti-money laundering, counter-terrorism financing, export control, and sanctions laws, including by accessing or using the Services (1) in or from any country or region where the U.S. maintains an embargo, or that is otherwise subject to comprehensive or significant U.S. economic sanctions or an arms embargo, including without limitation Belarus and Russia (collectively, “Embargoed Countries”); (2) as a resident, national, or entity established under the laws of any Embargoed Country; (3) while appearing on any list of prohibited or restricted parties maintained by the U.S. government or other applicable jurisdiction, including OFAC's Specially Designated Nationals and Blocked Persons List and other OFAC lists or directives, the U.S. Department of Commerce's Entity, Denied Persons, Military End User, and Unverified Lists, and the UN Security Council Consolidated List; (4) on behalf of any party owned or controlled by a party described in (2) or (3); or (5) for the commission of any financial crime or other illicit purpose;

(b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent such restriction is prohibited by applicable law;

(c) interfere with or disrupt the integrity or performance of the Services;

(d) attempt to gain unauthorized access to the Services or any related systems, or attempt to bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure protecting the Services, including by using a VPN or similar means to disguise your location or bypass geo-blocking;

(e) access or search the Services, or download content from the Services, using any automated means (including spiders, robots, crawlers, or data mining tools) other than software or search agents provided by Newton Labs or generally available third-party web browsers;

(f) copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Services to a third party;

(g) collect or store personally identifiable information about other users of the Services without their express permission;

(h) use the Services to monitor the availability, performance, or functionality of any Newton Labs product or service, or for any other benchmarking purpose;

(i) use the Services to develop a competing product using Newton Labs's confidential information;

(j) infringe or violate the intellectual property or other rights of any person, including Newton Labs; or

(k) misrepresent your affiliation with Newton Labs, Newton Foundation, or Newton Protocol.

Violation of this Article IV is grounds for suspension or termination of your access to the Services.

Each party represents that it has the power and authority to enter into these Terms and that doing so does not conflict with any other obligation to which it is subject.

You represent and warrant that: (a) any Policy or Policy Pack you configure complies with applicable law; (b) you have obtained all consents necessary from any third party on whose behalf you use the Services (for example, vault depositors); and (c) you will not rely solely on a Policy evaluation to satisfy your own compliance obligations.

You acknowledge that you have had the opportunity to conduct your own independent evaluation of the Services and have not relied on any statement by Newton Labs not expressly set out in the Agreement.

As between the parties, Newton Labs owns all right, title, and interest in and to the Services, including all intellectual property rights therein, excluding any open-source or third-party components incorporated therein. Newton Labs grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms.

If you provide Newton Labs with feedback about the Services, Newton Labs may use that feedback without restriction or compensation to you.

“Newton Labs,” “VaultKit,” and other Newton Labs product names and logos are trademarks of Newton Labs or its licensors. The “Newton” trademark is used with permission and under license from the Newton Foundation. You may not use these marks without Newton Labs' or its licensors' prior written consent. Newton Labs may include and display your name and logo in its lists of customers, its public website and marketing materials for promotional purposes and to identify you as a customer. You may request that Newton Labs stop doing so by submitting an email to [email protected] at any time. Newton Labs will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks shall inure to your benefit.

You retain ownership of any content you configure or upload using the Services, subject to the license you grant Newton Labs to host and process such content solely to provide the Services.

Except as separately agreed in a signed writing between you and Newton Labs, Newton Labs assumes no obligation of confidentiality with respect to any information, data, or content you submit through, or generate using, the Services, whether or not you consider it confidential or proprietary. If you require Newton Labs to treat specific information as confidential, you must obtain a separate signed confidentiality or non-disclosure agreement specifically covering that information before disclosing it to Newton Labs or using the Services.

Newton Labs may collect, use, and disclose data derived from your use of the Services in aggregated or de-identified form for any purpose, including to operate, improve, and develop the Services and other Newton Labs products, and to develop and promote new offerings. Section 7.1 does not limit this right. To the extent any such data constitutes personal data under applicable law, this Section 7.2 is subject to, and the terms “aggregated” and “de-identified” will have the meanings as used in the Privacy Policy.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEWTON LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

The Services do not constitute, and Newton Labs does not provide, financial, investment, tax, legal, regulatory, or accounting advice. You are solely responsible for determining whether your use of the Services is appropriate for your circumstances.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEWTON LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF NEWTON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEWTON LABS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE FEES PAID BY YOU TO NEWTON LABS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You will indemnify, defend, and hold harmless Newton Labs and its officers, employees, and agents from and against any claim, liability, damage, loss, and expense (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services, (b) your violation of these Terms, or (c) your violation of any applicable law or third-party right.

These Terms remain in effect for as long as you access or use the Services.

Newton Labs may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. You may stop using the Services at any time.

Provisions that by their nature should survive termination, including Articles VI through IX and XI, will survive.

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. You agree that any arbitration or proceedings under these Terms will take place on an individual basis between us and you individually, i.e., class arbitrations and class actions are not permitted. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

YOU AND NEWTON LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.

Newton Labs, Newton Foundation, and Newton Protocol are distinct. Newton Labs is a separate entity from Newton Foundation; neither controls the other, and neither is responsible for the other's obligations, statements, or performance. References to “Newton” in a product or company name (including Newton Labs, Newton Foundation, and Newton Protocol) describe related but legally distinct undertakings and do not indicate common ownership or control unless expressly stated.

Newton Labs may modify these Terms at any time by posting the modified Terms on the Website. Modifications are effective when posted. Your continued use of the Services after a modification is posted constitutes your acceptance of the modified Terms. If you do not agree to a modification, your sole remedy is to stop using the Services.

You may not assign these Terms without Newton Labs' prior written consent. Newton Labs may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, or sale of assets.

Neither party is liable for a failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control.

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

Newton Labs may provide notices to you by posting on the Website, through the Services, or to the contact information associated with your account.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

The Agreement constitutes the entire agreement between you and Newton Labs regarding its subject matter and supersedes all prior agreements and understandings.

There are no third-party beneficiaries to these Terms.

If you would like to report a vulnerability or have a security concern regarding our Services or Products, please email [email protected].

Questions regarding these Terms may be directed to [email protected].

“Agent Services” means the automated trading agents (including scheduled buy and sell functionality) made available within the Consumer App, whether developed by Newton Labs or by a third party, the actions of which are verified using Newton Protocol and displayed in an explorer.

“Authorized Action” means any transaction, data access, permission grant, verification, connection, transfer initiation of Virtual Currency, or other action that you have approved through your Wallet, whether by signature request, session key, or other means.

“Blockchain” means a distributed ledger, maintained by a network of computers, that records transactions of Virtual Currency.

“External Wallet” means any third-party, self-custody wallet (for example, MetaMask or Coinbase Wallet) that you connect to the Consumer App. Newton Labs does not develop, operate, or control an External Wallet or any provider of one.

“Newton Wallet” means the non-custodial wallet option made available within the Consumer App and identified there as “Newton.” The Newton Wallet is powered by non-custodial wallet infrastructure provided by a third party unaffiliated with Newton Labs. Newton Labs does not develop or operate this infrastructure.

“NEWT” means the native token associated with Newton Protocol.

“Private Key” means an asymmetric, cryptographic key that is secret and unique, used as part of a public-key cryptographic algorithm to control a Wallet.

“Virtual Currency” means cryptocurrency, digital currency, digital assets, non-fungible tokens, or similar assets evidenced on and transferable using a Blockchain, but does not include a security.

“Wallet” means, collectively, a Newton Wallet or an External Wallet, as applicable to your use of the Consumer App.

A.2.1 Third-Party Infrastructure. The Newton Wallet is powered by non-custodial wallet infrastructure operated by a third party, not by Newton Labs. Newton Labs does not generate, store, or encrypt your Private Key, does not hold any patent or other intellectual property covering the underlying wallet technology, and has no independent ability to access your Private Key or initiate an Authorized Action on your behalf. Authentication for the Newton Wallet, including any login, passkey, or two-factor authentication, is provided by the third-party infrastructure provider; Newton Labs does not operate an authentication layer of its own for wallet access.

A.2.2 External Wallets. If you connect an External Wallet to the Consumer App, that External Wallet is entirely provided, controlled, and secured by its applicable third-party provider. Newton Labs has no access to, control over, or responsibility for an External Wallet, its Private Key, or its provider's terms, security practices, or availability.

A.2.3 No Custody; No Access. Regardless of whether you use a Newton Wallet or an External Wallet, Newton Labs does not have custody of, and cannot access, your Private Key or the Virtual Currency associated with your Wallet, and cannot unilaterally initiate an Authorized Action. Newton Labs is not your broker, intermediary, agent, advisor, or custodian, and has no fiduciary relationship or obligation to you regarding your Wallet or any Authorized Action.

A.2.4 Disclaimer. NEWTON LABS SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY WALLET OR PRIVATE KEY, WHETHER A NEWTON WALLET OR AN EXTERNAL WALLET, INCLUDING WITHOUT LIMITATION ANY FAILURE BY YOU TO PROPERLY SECURE YOUR SEED PHRASE, DEVICE, OR AUTHENTICATION CREDENTIALS, OR ANY UNAUTHORIZED ACCESS, HACK, OR PHISHING ATTEMPT DIRECTED AT YOUR WALLET OR ITS INFRASTRUCTURE PROVIDER. NEWTON LABS MAKES NO GUARANTEE AS TO THE SECURITY OF ANY THIRD-PARTY WALLET INFRASTRUCTURE, INCLUDING THE INFRASTRUCTURE UNDERLYING THE NEWTON WALLET, AND IS NOT LIABLE FOR ANY HACKS OR ATTACKS ON SUCH INFRASTRUCTURE.

When you request an Authorized Action, you may be required to authenticate using the method supported by your Wallet. Newton Labs is entitled to rely on an Authorized Action initiated through your Wallet and has no duty to inquire into or investigate its validity or accuracy, though it may do so in its discretion. You are responsible for keeping your authentication method and device secure, and for all activity associated with your Wallet. You should notify Newton Labs promptly if you believe your Wallet or authentication credentials have been compromised.

You acknowledge and agree that: you have the knowledge and experience to evaluate the risks of using a Wallet and Virtual Currency; you are solely responsible for the safekeeping of your Wallet and any Virtual Currency associated with it; Virtual Currency is not subject to FDIC or SIPC protection; Newton Labs does not issue, buy, sell, custody, or make recommendations regarding any Virtual Currency; an Authorized Action may not be completed or may be delayed by the relevant Blockchain, and Newton Labs has no ability to cancel or modify a submitted transaction; Newton Labs is not registered with the SEC or any state, federal, or international regulator, is not a financial institution, money services business, or money transmitter; and Newton Labs does not provide financial, investment, tax, legal, or accounting advice regarding any Virtual Currency, Authorized Action, or use of the Consumer App.

A.5.1 General. The Consumer App (including at staking.newton.xyz) allows you to connect a Newton Wallet or an External Wallet to stake NEWT (“Staking”) in order to secure the protocol or participate in governance of Newton Protocol. Staking is provided by Newton Labs as an interface to a Newton Protocol smart contract; Newton Labs does not control the terms, availability, or outcome of Staking, which are determined by that smart contract and by Newton Protocol.

A.5.2 No Custody. Staking is non-custodial. Newton Labs does not take custody of your NEWT or any rewards, and cannot access the Private Key associated with the Wallet you use to stake.

A.5.3 Cooldown; Unstaking. Unstaking NEWT may be subject to a cooldown period during which your staked NEWT remains locked and inaccessible, as displayed in the Consumer App at the time you initiate unstaking. Newton Labs does not control and cannot expedite the cooldown period.

A.5.4 No Guarantee of Rewards; Slashing. NEWTON LABS DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS, ANY PARTICULAR REWARD RATE, OR ANY GOVERNANCE OUTCOME. REWARD RATES ARE DETERMINED BY NEWTON PROTOCOL AND MAY FLUCTUATE OR BE DISCONTINUED. IF THE OPERATOR WITH WHICH YOU HAVE STAKED IS SLASHED, YOU ACKNOWLEDGE THAT YOU MAY BE SUBJECT TO SLASHING, EVEN FOR NO FAULT OF YOUR OWN.

A.5.5 Suspension and Termination. Newton Labs may suspend or terminate the Staking feature of the Consumer App at any time in its discretion. Newton Labs will not, by doing so, itself restrict your access to already-staked NEWT or rewards, but takes no responsibility for the operation of the underlying Newton Protocol smart contract.

By using the swapping functionality within the Consumer App to exchange one Virtual Currency for another (“Swapping Functionality”), you are using third-party materials and agree to the terms of use of LI.FI (or other applicable third-party swapping provider). The Consumer App functions only as an interface and does not power the Swapping Functionality nor control the tokens or liquidity pools that enable it. You are solely responsible for researching the tokens or assets you swap.

A.6.1 Third-Party Functionality. Newton Labs is a software developer only and does not control, own, operate, monitor, or verify any third-party materials used for Swapping Functionality, including any Blockchain, decentralized exchange, decentralized application, or related smart contract. All Swapping Functionality is third-party functionality. When using it, you are at no time transferring your assets to Newton Labs. Swapping Functionality is provided as a convenience only, and Newton Labs does not warrant or endorse, and is not responsible for, the availability or legitimacy of the content, products, assets, or services accessible through it.

A.6.2 Fees. Newton Labs does not currently charge fees for Swapping Functionality, but you may owe network gas fees or third-party service fees. Newton Labs reserves the right to charge fees for Swapping Functionality in the future and to pass through third-party costs, which may be estimated in good faith and may differ from actual costs.

A.6.3 Disclaimers. SWAPPING FUNCTIONALITY IS PROVIDED WITHOUT WARRANTIES OF ANY KIND. NEWTON LABS DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO SWAPPING FUNCTIONALITY, AND MAKES NO WARRANTY THAT IT WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE SECURE, ACCURATE, OR ERROR-FREE. If you connect to a third-party decentralized exchange, lending protocol, or aggregator through the Swapping Functionality, you are subject to and must comply with that third party's own terms.

By accessing or using Agent Services, you acknowledge that your use is entirely at your own risk and that Newton Labs is not liable for any loss or damage arising from or related to such use, including loss of Virtual Currency.

A.7.1 Non-Custodial Nature. Newton Labs's role in offering Agent Services is strictly non-custodial. You retain exclusive control over your Wallet and Virtual Currency. Newton Labs does not store, manage, or have access to your Private Key, and under no circumstances does Newton Labs execute transactions or trade Virtual Currency on your behalf. All trade executions occur directly on the underlying Blockchain through your Wallet. Newton Labs is not a broker, financial advisor, or intermediary for any transaction initiated through Agent Services.

A.7.2 Experimental Nature. AGENT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEWTON LABS DISCLAIMS ALL WARRANTIES REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF AGENT SERVICES. You acknowledge that automated trading agents may exhibit unpredictable behavior, technical errors, or algorithmic misinterpretations, and that Newton Labs takes no responsibility for any content or trading decision resulting from Agent Services. By using Agent Services, you expressly assume all risks, including the risk of loss of Virtual Currency.

A.7.3 Third-Party Agents. Where Agent Services include third-party agents, those agents are provided and maintained by external entities over which Newton Labs has no control. Use of a third-party agent is subject to that third party's own terms, and Newton Labs does not warrant its quality, reliability, or security.

A.7.4 No Advisory Services. Newton Labs does not provide, and Agent Services are not intended to provide, financial, investment, legal, tax, or other professional advice. Any trading decision based on the inputs, outputs, or recommendations of an agent is solely your responsibility.

This Section A.8 supplements, and does not replace, Article VIII (Warranty Disclaimer) and Article IX (Limitation of Liability; Indemnification) of the Terms.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, YOU ACKNOWLEDGE AND AGREE THAT NEWTON LABS DOES NOT HAVE ACCESS TO YOUR WALLET OR PRIVATE KEY AND IS NOT RESPONSIBLE FOR THE SECURITY OF YOUR WALLET, WHETHER A NEWTON WALLET OR AN EXTERNAL WALLET. NEWTON LABS DISCLAIMS ALL LIABILITY IN CONNECTION WITH YOUR WALLET, YOUR PRIVATE KEY, AND ANY VIRTUAL CURRENCY, AUTHORIZED ACTION, STAKING, SWAPPING FUNCTIONALITY, OR AGENT SERVICES ACTIVITY, AND YOU AGREE TO HOLD NEWTON LABS HARMLESS IN CONNECTION WITH ANY SUCH LIABILITY.

If you are a California resident, you waive California Civil Code Section 1542 in connection with any release under this Appendix A. If you are a New Jersey resident, you waive the applicability of the Truth in Consumer Contract, Warranty and Notice Act. If you reside in any other jurisdiction with a similar statute, you waive any equivalent provision, in each case solely as it would otherwise limit a release given under this Appendix A.

If Newton Labs terminates or suspends your access to the Consumer App, Newton Labs will, where required by applicable law and where reasonably practicable, attempt to notify you so that you may access or export your Wallet through the applicable Wallet provider's own mechanism. For an External Wallet, you retain independent access through your wallet provider regardless of any action by Newton Labs. Newton Labs has no ability to assist with recovery of a Private Key or Wallet after export, and disclaims all liability in connection with the export process, consistent with Section A.2.4.