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1. Basic Provisions; Scope of Application

These General Terms and Conditions (“GTC”) govern the access to the landing page https://www.compasslabs.ai (“Compass Website”) and the use of the Compass API and related software (as defined below) offered or provided by Compass Labs Ltd., 128 City Road, EC1V 2NX, London, United Kingdom (“Compass Labs”).

Compass Labs provides access to a suite of APIs, SDKs, and supporting tools that enable interaction with decentralized finance (“DeFi”) protocols across multiple blockchains. Compass Labs does not custody digital assets, and does not operate or control the smart contracts or protocols accessed via the Compass Software.

The Compass Software includes protocol-specific functions, developer tools, and standardized infrastructure for accessing blockchain data and executing on-chain strategies (collectively, the “Compass API”). The Compass API may interface with third-party smart contracts and services, including decentralized exchanges, lending protocols, and bridges (“Third-Party Contracts”).

Compass Labs does not control, operate, or audit Third-Party Contracts. Compass Labs is not a counterparty to any transaction initiated through the Compass API or any integration thereof. The User is solely responsible for all interactions with Third-Party Contracts and for safeguarding their digital assets and cryptographic keys.

The Compass API is fully non-custodial. At no point does Compass Labs access or control the User’s private keys. The User is solely responsible for transaction signing and execution.

Compass Labs reserves the right to modify, improve, or discontinue any aspect of the Compass Software at any time.

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2. Obligations and Warranties of the User

By using the Compass Software, the User understands and agrees that Compass Labs does not buy, sell, or custody digital assets.

If the User integrates the Compass Software into a third-party product or service, the User must clearly communicate to third-party users that: (i) the integration is provided independently of Compass Labs, (ii) the Compass API is non-custodial, (iii) it may forward transactions to Third-Party Contracts, and (iv) Compass Labs does not guarantee the reliability, availability, or performance of such Third-Party Contracts.

The User is solely responsible for the secure and correct implementation of the Compass Software. Any integration does not create a contractual relationship between Compass Labs and third-party end users.

The User agrees to ensure compliance with all applicable laws and regulations in connection with the use and integration of the Compass Software, and to avoid infringement of third-party rights, including intellectual property rights.

The User warrants that they are not: (i) subject to economic or trade sanctions imposed by any government agency, or listed on any prohibited or restricted party list, and (ii) a citizen, resident, or organized entity under the jurisdiction of any country or region subject to comprehensive economic sanctions, including but not limited to those enforced by the United Nations, European Union, United States (especially OFAC), or United Kingdom.

The User further warrants that they are not a United States citizen, permanent resident, U.S.-based entity, or any individual or organization located within the United States.

The User confirms that their use of the Compass Software will fully comply with applicable laws and regulations and will not be used to conduct, promote, or facilitate illegal activities.

Compass Labs may, upon reasonable request, require the User to cease use of the Compass Software or remove an integration if continued use poses an immediate risk to Compass Labs’ systems or operations.

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3. Limitation of Liability

Compass Labs provides the Compass Software free of charge and is only liable for damages in cases of intent or gross negligence.

This limitation of liability does not apply in cases of: (i) personal injury or death, (ii) Compass Labs having provided explicit guarantees, (iii) claims under applicable product liability laws, or (iv) claims under applicable data protection laws.

This limitation also applies to the personal liability of Compass Labs’ employees, representatives, and affiliates.

The User is solely responsible for determining whether the use of the Compass Software has any tax or regulatory implications.

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4. Indemnification

You agree to indemnify, defend, and hold harmless Compass Labs from any claims, losses, damages, liabilities, or costs (including attorneys’ fees) arising from your use of the Compass Software or your integration thereof, including third-party claims.

You agree to promptly provide all necessary information and assistance to Compass Labs in connection with any such claim or investigation.

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5. Confidentiality

Each party agrees to maintain confidentiality regarding any non-public, proprietary, or sensitive information received during the use or provision of the Compass Software. This includes technical know-how, business strategies, and other trade secrets.

Compass Labs’ confidential information includes, in particular, information relating to its software architecture, routing logic, internal tooling, and business operations.

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6. Data Protection

Compass Labs informs the User about LI.FI’s processing of personal data, including the disclosure to third parties in the Privacy Policy.

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7. Amendments of the General Terms and Conditions

Compass Labs reserves the right to modify these GTC at any time. The User will be notified of material changes via appropriate means (e.g., email or website notice). Unless the User objects within thirty (30) days, the updated GTC will be deemed accepted.

If the User objects to the changes, the current version of the GTC will continue to apply, unless otherwise agreed.

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