Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Noderr Protocol ("Noderr," "we," "us," or "our") governing your access to and use of the Noderr Protocol, including our website at https://noderr.xyz and https://dapp.noderr.xyz (the "Sites"), our decentralized application (the "dApp"), and our smart contracts deployed on the Base blockchain (collectively, the "Protocol").

By accessing, browsing, or using the Protocol, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Protocol.

1.1 Eligibility

To use the Protocol, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Protocol under applicable laws
• Not be located in, or a resident of, any jurisdiction where use of the Protocol is prohibited or restricted
• Not be subject to economic or trade sanctions administered by any government authority

By using the Protocol, you represent and warrant that you meet all eligibility requirements.

1.2 Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes, we will update the "Last Updated" date and post the revised Terms on our Sites. Material changes will be communicated through the Sites, email (if you have subscribed), or other reasonable means.

Your continued use of the Protocol after any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Protocol.

2. Description of the Protocol

Noderr Protocol is a decentralized finance (DeFi) platform built on the Base Layer 2 blockchain. The Protocol provides:

• Decentralized Vaults: Automated yield optimization strategies across multiple DeFi protocols
• Node Infrastructure: Decentralized node operation and trust-weighted infrastructure
• Governance: Protocol parameters and upgrades administered by a multisig with a 7-day timelock (progressively decentralizing; DAO governance planned)
• NODR Token: Native governance and utility token

The Protocol operates through smart contracts deployed on the Base blockchain. These smart contracts are immutable and execute automatically based on predefined logic.

3. Non-Custodial Nature of the Protocol

NODERR PROTOCOL IS NON-CUSTODIAL. THIS MEANS:

• You retain full control and custody of your digital assets at all times
• Noderr does not have access to, cannot control, and cannot recover your private keys or funds
• Noderr cannot reverse, cancel, or modify any transactions you initiate
• Noderr cannot recover lost or stolen private keys, seed phrases, or wallet credentials
• You are solely responsible for the security of your wallet and private keys

When you interact with the Protocol, you do so directly with smart contracts on the blockchain. Noderr provides an interface to facilitate these interactions, but we do not act as an intermediary, custodian, or counterparty to any transaction.

LOSS OF YOUR PRIVATE KEY WILL RESULT IN PERMANENT AND IRREVERSIBLE LOSS OF ACCESS TO YOUR FUNDS. NODERR CANNOT AND WILL NOT RECOVER LOST PRIVATE KEYS.

4. User Responsibilities

4.1 Wallet Security

You are solely responsible for:

• Securing your private keys, seed phrases, and wallet credentials
• Maintaining the confidentiality of your wallet information
• Using secure methods to store your private keys (hardware wallets recommended)
• Protecting your devices from malware, phishing, and unauthorized access
• Verifying the authenticity of the Protocol interface before connecting your wallet

Never share your private key or seed phrase with anyone, including Noderr team members. Noderr will never ask for your private key or seed phrase.

4.2 Transaction Responsibility

You acknowledge and agree that:

• All transactions on the blockchain are final and irreversible
• You are responsible for reviewing and verifying all transaction details before signing
• You are responsible for paying all gas fees and network transaction costs
• You are responsible for ensuring sufficient token balances for transactions
• Noderr cannot reverse, cancel, or modify transactions after they are submitted to the blockchain

4.3 Compliance with Laws

You are solely responsible for complying with all applicable laws and regulations in your jurisdiction, including but not limited to:

• Tax reporting and payment obligations
• Securities laws and regulations
• Anti-money laundering (AML) and know-your-customer (KYC) requirements
• Sanctions and export control laws
• Consumer protection laws

Noderr does not provide tax, legal, or financial advice. Consult with qualified professionals regarding your obligations.

4.4 Prohibited Uses

You agree not to use the Protocol for any unlawful or prohibited purpose, including but not limited to:

• Money laundering, terrorist financing, or other illicit financial activities
• Violating sanctions or export control laws
• Fraud, market manipulation, or deceptive practices
• Hacking, exploiting vulnerabilities, or attacking the Protocol
• Impersonating Noderr or any other person or entity
• Distributing malware, viruses, or harmful code
• Interfering with the operation of the Protocol or other users' access
• Using the Protocol from a restricted jurisdiction

Noderr reserves the right to restrict access to the Sites (but not the underlying smart contracts) if we believe you are violating these Terms or applicable laws.

5. Smart Contract Risks

THE PROTOCOL OPERATES THROUGH SMART CONTRACTS ON THE BLOCKCHAIN. SMART CONTRACTS ARE EXPERIMENTAL TECHNOLOGY AND INVOLVE SIGNIFICANT RISKS.

5.1 Code Risks

You acknowledge and accept the following risks:

• Bugs and Vulnerabilities: Smart contracts may contain bugs, errors, or vulnerabilities that could result in loss of funds
• Audit Limitations: While our contracts have been internally audited (an independent third-party audit is scheduled for Q1 2027), audits do not guarantee security and cannot detect all potential issues
• Immutability: Smart contracts cannot be modified after deployment, meaning bugs cannot be easily fixed
• Upgrade Risks: Protocol upgrades may introduce new bugs or unintended consequences
• Dependency Risks: The Protocol relies on third-party protocols, oracles, and infrastructure that may fail or be exploited

5.2 "As Is" Provision

The smart contracts are provided "as is" and "as available" without warranties of any kind. You use the Protocol at your own risk. Noderr makes no guarantees regarding:

• The security, reliability, or accuracy of the smart contracts
• The absence of bugs, errors, or vulnerabilities
• The continuous availability or uptime of the Protocol
• The compatibility with third-party services or wallets

5.3 Third-Party Protocol Risks

The Noderr Protocol integrates with third-party DeFi protocols, including but not limited to:

• Decentralized exchanges (DEXs)
• Lending and borrowing protocols
• Liquidity pools and automated market makers (AMMs)
• Oracle providers (e.g., Chainlink)
• Bridge protocols

Noderr does not control these third-party protocols and is not responsible for their operation, security, or failures. Risks associated with third-party protocols include smart contract bugs, economic exploits, oracle manipulation, and protocol insolvency.

6. Financial Risks

USING THE PROTOCOL INVOLVES SIGNIFICANT FINANCIAL RISKS. YOU MAY LOSE SOME OR ALL OF YOUR FUNDS.

6.1 Market Risk

Digital assets are highly volatile and subject to significant price fluctuations. The value of your assets may increase or decrease rapidly and unpredictably. You may experience substantial losses.

6.2 Impermanent Loss

When providing liquidity to automated market makers (AMMs) or liquidity pools, you may experience impermanent loss. This occurs when the price ratio of deposited tokens changes, potentially resulting in less value than if you had simply held the tokens.

6.3 Liquidation Risk

If you use leveraged positions or collateralized borrowing through the Protocol or integrated third-party protocols, your position may be liquidated if collateral values fall below required thresholds. Liquidation can result in partial or total loss of your collateral.

6.4 No estimated protocol rewards

Noderr makes no guarantees or representations regarding returns, yields, annual percentage yields (APY), or performance. Displayed APY figures are estimates based on historical data and current conditions and may not reflect future performance.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. YOU MAY LOSE MONEY.

6.5 Slippage and MEV

Transactions may be subject to slippage (difference between expected and actual execution price) and maximal extractable value (MEV) attacks by miners or validators. These factors can result in less favorable trade execution than anticipated.

7. No Financial, Legal, or Tax Advice

NODERR DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, OR TAX ADVICE.

Nothing in these Terms, on the Sites, or in any communications from Noderr constitutes:

• Investment advice or recommendations
• Financial planning or advisory services
• Legal advice or opinions
• Tax advice or guidance
• An offer or solicitation to buy or sell securities

You should consult with qualified financial, legal, and tax professionals before using the Protocol. You are solely responsible for determining whether the Protocol is suitable for your financial situation and risk tolerance.

THE PROTOCOL IS NOT A REGISTERED INVESTMENT ADVISOR, BROKER-DEALER, OR SECURITIES EXCHANGE.

8. DAO Governance

Noderr Protocol is progressively decentralizing. Governance today is administered by a multisig with a 7-day timelock. A decentralized autonomous organization (DAO) composed of NODR token holders is planned, which would have the authority to:

• Modify protocol parameters (fees, collateral ratios, etc.)
• Approve or reject protocol upgrades
• Allocate treasury funds
• Adjust governance rules and voting mechanisms
• Make other decisions affecting the Protocol

You acknowledge that:

• Governance decisions are made by NODR token holders through voting
• Noderr Foundation does not unilaterally control the Protocol
• Governance votes may result in changes that affect your use of the Protocol
• You are responsible for staying informed about governance proposals and votes
• Participation in governance is voluntary and involves holding NODR tokens

9. Fees

Use of the Protocol may involve various fees, including:

• Protocol Fees: Fees charged by the Noderr Protocol (e.g., performance fees, management fees)
• Gas Fees: Network transaction fees paid to blockchain validators
• Third-Party Fees: Fees charged by integrated third-party protocols (DEXs, lending platforms, etc.)

Fee structures are subject to change through DAO governance. Current fee information is available on the Sites and in the Protocol documentation.

You are responsible for paying all applicable fees. Fees are typically deducted automatically from transactions or positions.

10. Intellectual Property

10.1 Noderr Intellectual Property

The Protocol, Sites, and related materials (including logos, trademarks, text, graphics, and software) are owned by Noderr or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, Noderr grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Sites and Protocol for personal, non-commercial purposes.

10.2 Open Source Licenses

Certain components of the Protocol may be licensed under open source licenses. To the extent applicable, those open source licenses govern your use of those specific components.

10.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Sites or Protocol (except as permitted by open source licenses)
• Reverse engineer, decompile, or disassemble the Sites or Protocol
• Use the Noderr name, logos, or trademarks without prior written permission
• Remove or alter any copyright, trademark, or other proprietary notices

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROTOCOL, SITES, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Noderr expressly disclaims all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, title, and non-infringement
• Warranties that the Protocol will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of any information
• Warranties regarding the results or outcomes of using the Protocol
• Warranties that defects or errors will be corrected

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions may not apply to you.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NODERR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PROTOCOL.

This includes, without limitation, damages for:

• Loss of profits, revenue, or business opportunities
• Loss of digital assets, tokens, or funds
• Loss of data or information
• Business interruption
• Personal injury or property damage
• Unauthorized access to your wallet or accounts
• Errors, bugs, or vulnerabilities in smart contracts
• Failures of third-party protocols or services
• Changes in market conditions or asset values
• Regulatory actions or legal proceedings

THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF NODERR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the limitation or exclusion of certain liabilities. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

IN NO EVENT SHALL NODERR'S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT OF FEES YOU PAID TO NODERR IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Indemnification

You agree to indemnify, defend, and hold harmless Noderr, its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use of the Protocol
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights
• Your negligence or willful misconduct
• Any transactions you initiate through the Protocol

Noderr reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Noderr's defense of such claim.

14. Dispute Resolution

14.1 Governing Law

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

14.2 Informal Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally within 60 days.

14.3 Jurisdiction and Venue

Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the courts located in [Jurisdiction], and you consent to the personal jurisdiction of such courts.

15. Termination

These Terms remain in effect until terminated by you or Noderr.

15.1 Termination by You

You may terminate these Terms at any time by ceasing all use of the Protocol and Sites.

15.2 Termination by Noderr

Noderr may restrict your access to the Sites (but not the underlying smart contracts) at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Violation of applicable laws
• Fraudulent, abusive, or harmful behavior
• Extended periods of inactivity
• Requests by law enforcement or government authorities

15.3 Effect of Termination

Upon termination:

• Your right to access the Sites will cease immediately
• You may still access the smart contracts directly through the blockchain
• Sections of these Terms that by their nature should survive termination shall survive, including but not limited to disclaimers, limitations of liability, and indemnification

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Noderr regarding the Protocol and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.3 No Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Noderr's prior written consent. Noderr may assign these Terms without restriction.

16.5 Force Majeure

Noderr shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, or strikes.

16.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

17. Contact Information

If you have any questions about these Terms, please contact us:

18. Acknowledgment

BY USING THE PROTOCOL, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms
• You agree to be bound by these Terms
• You understand the risks associated with using the Protocol
• You are using the Protocol at your own risk
• You are solely responsible for your use of the Protocol and any consequences thereof
• Noderr is not responsible for any losses you may incur
• You have consulted with appropriate professionals regarding your use of the Protocol