Terms of Use

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. These Terms of Use (“Terms”) govern your access to and use of the services provided by Social Market, Inc DBA MintLocke (“MintLocke,” “we,” “us,” or “our”), including our website, mobile application, and related services (collectively, the “Services”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

1. Acceptance of Terms

By accessing or using our Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.

Electronic Agreement. By using our Services, you consent to entering into these Terms electronically and to receiving notices and communications from us electronically. You agree that your electronic acceptance has the same legal effect as a physical signature.

2. Description of Services

MintLocke provides software tools that enable users to automate certain cryptocurrency and decentralized finance (“DeFi”) operations. Our Services include:

• Vault Management: Tools to deposit cryptocurrency into personal vaults and receive vault tokens representing your ownership
• Automation Goals: User-configurable automation features including Accumulate (DCA), Earn (yield deployment), Rebalance (allocation maintenance), and Protect (stop-loss/take-profit)
• Protocol Integration: Connectivity to third-party DeFi protocols for executing your configured strategies
• Analytics and Alerts: Dashboard, reporting, and notification features (availability varies by subscription tier)

3. Non-Custodial Services

MINTLOCKE OPERATES ON A NON-CUSTODIAL BASIS. This means:

• You retain your private keys. We never have access to, store, or control your private keys or seed phrases.
• You control your assets. Your cryptocurrency remains in your personal vault, represented by vault tokens that only you can redeem.
• You grant limited permissions. When you connect your wallet, you grant our smart contracts permission to execute the automation goals you configure.
• You can withdraw anytime. There are no lockups or penalties. You may redeem your vault tokens and withdraw your funds at any time, subject to blockchain network availability.

You are solely responsible for the security of your wallet, private keys, and seed phrases. If you lose access to your wallet, we cannot recover your funds.

4. Not Investment Advice; No Fiduciary Duty

4.1 Software Tool, Not Investment Adviser

MINTLOCKE IS A SOFTWARE TOOL, NOT AN INVESTMENT ADVISER.

• We do not provide personalized investment advice, recommendations, or portfolio management services.
• We do not recommend specific cryptocurrencies, tokens, protocols, or investment strategies.
• All automation goals and parameters are selected and configured by you. We execute your decisions; we do not make decisions for you.
• We are not registered as an investment adviser with the U.S. Securities and Exchange Commission or any other regulatory authority.
• You should consult with qualified financial, legal, and tax professionals before making any investment decisions.

4.2 No Fiduciary Relationship

NOTHING IN THESE TERMS OR OUR SERVICES CREATES A FIDUCIARY RELATIONSHIP BETWEEN YOU AND MINTLOCKE. We do not owe you any fiduciary duties, including duties of loyalty, care, or disclosure. Our relationship with you is strictly limited to providing software tools that execute the instructions you configure. You are solely responsible for your investment decisions and their outcomes.

5. Tax Disclaimer

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND PAYING ANY TAXES APPLICABLE TO YOUR TRANSACTIONS. This includes, but is not limited to, income tax, capital gains tax, self-employment tax, value-added tax, goods and services tax, and any other taxes that may apply in your jurisdiction.

We do not provide tax advice and are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any transactions. We strongly recommend that you consult with a qualified tax professional regarding your specific tax obligations.

Reporting. We may be required by law to report certain information about you and your transactions to tax authorities, including the U.S. Internal Revenue Service. You agree to provide any information we reasonably request to comply with our tax reporting obligations.

6. User Responsibilities

By using our Services, you agree to:

• (a) Provide accurate information and maintain the security of your account credentials
• (b) Maintain sole responsibility for your wallet security, private keys, and seed phrases
• (c) Carefully review and understand any automation goals before enabling them
• (d) Monitor your vault and automation settings regularly
• (e) Comply with all applicable laws and regulations in your jurisdiction
• (f) Not use the Services for any illegal purpose or in violation of any laws
• (g) Not attempt to interfere with, compromise, or disrupt the Services
• (h) Not use automated means (bots, scrapers, etc.) to access the Services without our permission
• (i) Cooperate with any identity verification or anti-money laundering procedures we may implement

7. Risks

CRYPTOCURRENCY AND DEFI INVOLVE SIGNIFICANT RISKS, INCLUDING THE RISK OF TOTAL LOSS OF ALL FUNDS. By using our Services, you acknowledge and accept the following risks:

7.1 Market Risk

Cryptocurrency prices are highly volatile. The value of your assets may increase or decrease significantly, and you may lose some or all of your investment. Past performance is not indicative of future results. You should only use funds that you can afford to lose entirely.

7.2 Smart Contract Risk

Our Services and the third-party protocols we interact with rely on smart contracts deployed on blockchain networks. Smart contracts may contain bugs, vulnerabilities, design flaws, or errors that could result in the permanent loss of funds. While we may use smart contracts that have been reviewed by third-party auditors, no audit guarantees the absence of bugs or vulnerabilities. Audits are point-in-time assessments and do not protect against all risks, including risks that emerge after the audit is completed. You acknowledge that interacting with smart contracts carries inherent risk of total loss.

7.3 Protocol Risk

When you enable the “Earn” goal or other features, your assets may be deployed to third-party DeFi protocols. These protocols have their own risks, including smart contract vulnerabilities, governance risks, liquidity risks, counterparty risks, and economic design risks. We are not responsible for the operation, security, or solvency of third-party protocols.

7.4 Slippage and Execution Risk

Transactions executed through our Services, including swaps, rebalancing operations, and DCA purchases, may experience slippage—meaning the actual execution price may differ from the quoted or expected price. We do not guarantee any particular execution price. In volatile market conditions, slippage may be significant and may result in materially worse execution prices than expected.

7.5 Oracle Risk

Our Services and integrated protocols may rely on price oracles and other data feeds to determine asset values, trigger automation goals, or execute transactions. Oracle data may be delayed, inaccurate, manipulated, or unavailable. We are not responsible for losses resulting from oracle failures, manipulation, or inaccuracies.

7.6 MEV and Front-Running Risk

Transactions submitted to blockchain networks are typically visible to other network participants before they are confirmed. Third parties, including miners, validators, and specialized actors, may exploit this visibility to execute transactions ahead of yours (commonly known as “front-running,” “sandwich attacks,” or “MEV extraction”). This may result in worse execution prices for your transactions. We do not control blockchain networks and cannot prevent MEV extraction.

7.7 Technology Risk

Blockchain networks may experience congestion, outages, forks, or failures. Our Services may be interrupted due to technical issues, maintenance, cyberattacks, or circumstances beyond our control. Automation goals may not execute as expected due to network conditions, gas price spikes, smart contract limitations, or other technical factors. We do not guarantee continuous or uninterrupted access to our Services.

7.8 Regulatory Risk

The regulatory environment for cryptocurrency and DeFi is evolving and uncertain. Changes in laws, regulations, or their interpretation may adversely affect the legality, availability, or functionality of our Services, the protocols we integrate with, or the assets in your vault. We may be required to modify, suspend, or terminate Services to comply with regulatory requirements.

7.9 Loss of Access

If you lose access to your wallet (due to lost private keys, forgotten passwords, device failure, death, or incapacity), you will permanently lose access to your funds. We cannot recover lost funds or reset lost wallet credentials. You are solely responsible for maintaining secure backups of your private keys and seed phrases.

8. Third-Party Protocols and Services

Our Services interact with third-party DeFi protocols, blockchain networks, wallet providers, and other services that we do not own or control. When our Services interact with third-party protocols (such as Ethena, Uniswap, Aave, or others), you may also be subject to the terms, conditions, and risks of those protocols.

You acknowledge that: (a) we do not control third-party protocols or services; (b) we are not responsible for their operation, availability, security, or solvency; (c) we make no representations or warranties regarding third-party protocols; and (d) we are not liable for any losses resulting from your use of or interaction with third-party protocols, whether through our Services or otherwise.

9. Airdrops and Blockchain Forks

In the event of a blockchain fork, airdrop, or similar event affecting assets held in your vault or used by our Services, we make no guarantees regarding your receipt of, access to, or ability to claim such assets. Any forked assets, airdropped tokens, or similar distributions may be handled at our sole discretion. We are under no obligation to support, claim, distribute, or provide access to any assets resulting from forks, airdrops, or similar events.

10. Fees

Our Services are subject to the following fees:

• Subscription Fees: Monthly or annual subscription fees depending on your selected tier (Free, Pilot, Wolf, or Whale)
• Swap Fees: 0.2% fee on each swap executed through Accumulate or Rebalance goals
• Yield Management Fee: 1% annual fee on assets deployed to yield protocols through the Earn goal
• Performance Fee: 5% of profits generated by yield protocols (only charged on positive returns)
• Network Fees: You are responsible for blockchain network (gas) fees incurred when executing transactions

We reserve the right to modify our fee structure with reasonable notice. Current fees are always displayed in the application.

11. Subscriptions and Payment

Paid subscription tiers are billed monthly or annually in advance. Subscriptions automatically renew at the then-current rate unless cancelled before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period. No refunds will be provided for partial subscription periods or unused time.

FOR CALIFORNIA RESIDENTS: Your subscription will automatically renew at the then-current rate unless you cancel at least 24 hours before the end of the current billing period. You authorize us to charge your payment method on a recurring basis. You may cancel at any time in your account settings or by contacting us at [email protected].

12. Geographic Restrictions and Sanctions Compliance

The Services are not available to residents of jurisdictions where cryptocurrency or DeFi services are prohibited or restricted by law. By using the Services, you represent and warrant that:

• (j) You are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, which currently include Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine;
• (k) You are not identified on the Specially Designated Nationals and Blocked Persons List (SDN List), the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, or any other sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC);
• (l) You are not subject to any other U.S., EU, UK, or UN sanctions that would prohibit your use of the Services;
• (m) You will not use the Services to conduct transactions with or for the benefit of any person or entity described in (a), (b), or (c) above.

We reserve the right to restrict, suspend, or terminate access to the Services from any jurisdiction at any time without notice. Violation of this section may result in immediate termination of your access to the Services and may expose you to civil and criminal penalties.

13. Anti-Money Laundering and Identity Verification

We are committed to complying with applicable anti-money laundering (AML) laws and regulations. We reserve the right to implement identity verification (KYC), AML screening, and other compliance procedures at any time, whether required by applicable law or at our discretion.

You agree to: (a) provide any information and documentation we reasonably request to verify your identity, source of funds, or compliance with applicable laws; (b) cooperate with any screening or verification procedures; and (c) promptly notify us of any changes to information you have provided.

Failure to comply with our verification requests may result in suspension or termination of your access to the Services, freezing of your ability to execute transactions, or reporting to applicable authorities.

14. Intellectual Property

The Services and all content, features, and functionality (including but not limited to software, code, text, graphics, logos, icons, images, and trademarks) are owned by MintLocke or its licensors and are protected by United States and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal use in accordance with these Terms.

15. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (D) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (E) ANY THIRD-PARTY PROTOCOLS WILL OPERATE AS INTENDED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINTLOCKE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY LOSSES RESULTING FROM: (A) YOUR USE OF OR RELIANCE ON THE SERVICES; (B) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR WALLET; (C) ERRORS, BUGS, OR VULNERABILITIES IN SMART CONTRACTS; (D) ACTIONS OR OMISSIONS OF THIRD-PARTY PROTOCOLS; (E) BLOCKCHAIN NETWORK FAILURES OR CONGESTION; (F) REGULATORY ACTIONS; OR (G) ANY FORCE MAJEURE EVENT.

OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17. Indemnification

You agree to indemnify, defend, and hold harmless MintLocke and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of any third party; (d) your violation of any applicable laws, rules, or regulations; (e) any taxes or penalties assessed against us related to your transactions; or (f) any dispute between you and any third party.

18. Force Majeure

MintLocke shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from causes beyond our reasonable control. Such causes include, but are not limited to: acts of God; natural disasters; war; terrorism; riots; civil unrest; embargoes; acts of civil or military authorities; fire; floods; earthquakes; epidemics or pandemics; labor disputes; power outages; internet or telecommunications failures; blockchain network failures, congestion, or forks; smart contract failures or exploits; oracle failures or manipulation; cyberattacks; regulatory actions or changes in law; and failures of third-party service providers or protocols.

19. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, in our sole discretion. Grounds for termination include, but are not limited to: violation of these Terms, suspected fraudulent or illegal activity, regulatory requirements, or extended periods of inactivity.

Upon termination: (a) your right to use the Services will immediately cease; (b) any licenses granted to you will terminate; (c) you remain responsible for any fees or obligations incurred prior to termination; and (d) you may withdraw your funds from your vault, subject to blockchain network availability and any applicable legal restrictions.

20. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

20.1 Informal Resolution

Before initiating any arbitration or court proceeding, you agree to first contact us at [email protected] and attempt to resolve any dispute informally. If we are unable to resolve the dispute within sixty (60) days, either party may proceed with arbitration as described below.

20.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator in San Antonio, Texas. Judgment on the arbitration award may be entered in any court having jurisdiction.

20.3 Class Action Waiver

YOU AND MINTLOCKE AGREE THAT ANY DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST MINTLOCKE. If for any reason this class action waiver is found to be unenforceable, the arbitration agreement in Section 20.2 shall be null and void as to such proceeding.

20.4 Arbitration Opt-Out

You may opt out of the arbitration and class action waiver provisions by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, mailing address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, all other provisions of these Terms will continue to apply. Opting out will not affect any other arbitration agreements you may have with MintLocke.

20.5 Exceptions

Notwithstanding the above: (a) either party may bring an individual action in small claims court for disputes within the court’s jurisdiction; (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights; and (c) either party may seek emergency injunctive relief pending arbitration.

21. Time Limitation on Claims

You agree that any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after the cause of action arises. Any claim not filed within this period is permanently barred. This limitation applies regardless of any statute or law to the contrary. For purposes of this section, the cause of action arises when you knew or reasonably should have known of the facts giving rise to the claim.

22. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in Bexar County, Texas, and you consent to the personal jurisdiction of such courts.

23. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes by posting the updated Terms on our website and updating the “Last Updated” date. For material changes, we may also provide additional notice by email or through the Services. Changes will be effective immediately upon posting unless otherwise specified.

Your continued use of the Services after any changes constitutes your acceptance of the modified Terms. If you do not agree to any changes, you must stop using the Services and may withdraw your funds from your vault.

24. Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this section shall be null and void. MintLocke may assign these Terms or any rights hereunder without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

25. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the remaining provisions. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

26. Waiver

No waiver of any term, condition, or provision of these Terms shall be deemed a further or continuing waiver of such term or any other term. MintLocke’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of MintLocke.

27. No Third-Party Beneficiaries

These Terms are for the sole benefit of you and MintLocke. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

28. Survival

The following sections shall survive any termination or expiration of these Terms: Section 4 (Not Investment Advice; No Fiduciary Duty), Section 5 (Tax Disclaimer), Section 7 (Risks), Section 8 (Third-Party Protocols and Services), Section 15 (Disclaimer of Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 18 (Force Majeure), Section 20 (Dispute Resolution), Section 21 (Time Limitation on Claims), Section 22 (Governing Law), Section 27 (No Third-Party Beneficiaries), and this Section 28 (Survival).

29. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and MintLocke regarding the Services and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter.

30. Contact Us

If you have any questions about these Terms, please contact us at:
Social Market, Inc DBA MintLocke
110 E Houston St, 3rd Floor, Suite 725, San Antonio, TX 78205
Email: [email protected]

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BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.