Yasal

DRAFT - REQUIRES LEGAL COUNSEL REVIEW. NOT LEGAL ADVICE. Effective Date: [PLACEHOLDER - insert date upon counsel approval]. Repository / Product Reference: wienerlabs/cortexagent.

These Terms of Service ("Terms") constitute a binding legal agreement between you ("you," "User," or "Participant") and Wiener Labs and its affiliates ("Wiener Labs," "we," "us," or "our") governing your access to and use of the Cortex public beta software and related interfaces (collectively, the "Service"). By requesting access to, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

IMPORTANT NOTICE: Cortex is experimental beta software that executes automated trading transactions on the Solana mainnet using real digital assets. You may lose some or all of the assets you deposit. The Service is provided on a non-custodial basis: you retain control of your funds at all times, and you bear sole responsibility for all trading activity conducted through the Service.

1. Acceptance of Terms; Beta Access and Eligibility

By clicking "I Agree," requesting beta access, connecting a wallet, authenticating through our login provider, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, you must not access or use the Service.

The Service is offered as a limited, invitation-only public beta (the "Beta Program"). Participation is restricted to a capped number of whitelisted users (initially fifty (50) participants). Acceptance into the Beta Program is at our sole discretion and may be revoked at any time, with or without cause, and with or without notice.

Eligibility requires, among other things, that you are at least eighteen (18) years of age; have been granted whitelist access without circumventing any access control; provide a valid email for Beta Program communications and identity-related screening; authenticate through our designated provider (Privy or a successor); and are not a sanctioned, embargoed, or otherwise prohibited party. [PLACEHOLDER FOR LEGAL COUNSEL - GEO-RESTRICTION]: counsel to specify excluded jurisdictions (e.g., United States and its territories, OFAC-sanctioned regions, and any jurisdiction where the Service may be deemed a regulated financial activity).

2. Description of the Service

Cortex is a non-custodial software tool that, when authorized by you, executes algorithmic trading transactions on the Solana blockchain using digital assets held in a program-derived address ("PDA") vault associated with and controlled by your own wallet. It is a piece of software. It is not a financial institution, a fund, a broker-dealer, an investment adviser, a money services business, or a custodian.

During the Beta Program the Service operates under constraints we may modify at any time: a whitelist cap of up to fifty (50) participants; a maximum deposit of one (1) SOL per User; native SOL only; Solana mainnet only, with real digital assets, no paper-trading, simulation, or testnet mode, and all transactions final and irreversible; and a five percent (5%) deposit fee as described below.

The Service relies on third-party infrastructure, including the Solana blockchain, RPC providers, the authentication provider, and decentralized exchange protocols and liquidity venues. We do not control and are not responsible for these third parties. Network congestion, outages, forks, slippage, failed transactions, or protocol-level failures may affect the Service, and we are not liable for any resulting loss.

3. Non-Custodial Nature; No Custody

The Service is non-custodial. Digital assets you commit remain in a PDA vault associated with your own wallet. At no time do we take custody, possession, or control of your principal. We do not hold your private keys, and we cannot move, freeze, or seize your principal. You may withdraw your assets at any time, subject only to the technical constraints of the Solana network and the smart-contract logic governing the vault.

The non-custodial vault is governed by on-chain smart-contract code, which may contain bugs, vulnerabilities, or economic exploits. While funds are designed to remain under your control, you acknowledge that smart-contract risk is inherent and that a defect could result in loss of assets notwithstanding the non-custodial design. [PLACEHOLDER FOR LEGAL COUNSEL: confirm disclosure language regarding audited vs. unaudited contract status.]

4. No Investment Advice; No Guarantee

Nothing the Service produces or displays constitutes investment, financial, legal, tax, or accounting advice, or a recommendation, solicitation, or offer to buy or sell any asset. Trading decisions are generated by automated algorithmic logic without human discretion on a per-trade basis. We make no guarantee of any profit, yield, return, or trading outcome. Digital-asset trading is highly volatile and speculative; you may lose some or all of your deposited assets. Past performance, backtested results, and historical data are not indicative of and do not guarantee future results.

5. User Responsibilities and Prohibited Use

You are solely responsible for the security of your wallet, private keys, seed phrases, authentication credentials, and devices. We cannot recover your keys. You use the Service at your own risk and alone bear responsibility for all trading activity, gains, and losses. You agree to provide accurate information, comply with all applicable laws (including tax-reporting obligations), and not to circumvent the whitelist, deposit caps, or any access control, use the Service for any unlawful purpose, or use it on behalf of any sanctioned or prohibited party.

6. Fees

A deposit fee of five percent (5%) is charged on each deposit (the "Deposit Fee"), deducted at the time of deposit and transferred to a treasury account designated by Wiener Labs. By way of illustration, if you deposit one (1) SOL, a Deposit Fee of 0.05 SOL is applied and 0.95 SOL is committed to your PDA vault. The Deposit Fee is non-refundable once a deposit is processed. During the Beta Program there is no performance, management, or withdrawal fee. You remain responsible for all Solana network fees, priority fees, slippage, and protocol fees. [PLACEHOLDER FOR LEGAL COUNSEL: confirm VAT/withholding treatment of the Deposit Fee in the chosen governing jurisdiction.]

7. Beta Software Disclaimer

The Service is pre-release, experimental beta software provided for evaluation purposes. It has not undergone the testing, hardening, or auditing of a production release and may contain bugs, errors, defects, security vulnerabilities, and unexpected behavior. The Beta Program runs directly on the Solana mainnet using real digital assets; there is no simulated, paper, or testnet environment, and any defect may result in the irreversible loss of real assets.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Limitation of Liability; Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WIENER LABS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS. Our aggregate liability will not exceed the greater of (A) the total Deposit Fees you actually paid in the three (3) months preceding the event, or (B) one hundred U.S. dollars (USD 100). [PLACEHOLDER FOR LEGAL COUNSEL: confirm cap amount and currency for chosen jurisdiction.]

9. Suspension and Termination

You may stop using the Service at any time and may withdraw your assets from your PDA vault. We may suspend, restrict, or terminate your access at any time, with or without cause and with or without notice, including if we reasonably believe you have violated these Terms or if we discontinue the Beta Program. Termination of access does not, by itself, affect your ability to withdraw principal from your non-custodial PDA vault.

10. Modifications; Governing Law; Contact

We may modify these Terms or the Service at any time; material changes will be communicated by reasonable means and continued use after they take effect constitutes acceptance. [PLACEHOLDER FOR LEGAL COUNSEL - GOVERNING LAW AND DISPUTE RESOLUTION]: these Terms are governed by the laws of [JURISDICTION TO BE DETERMINED BY COUNSEL]; counsel to specify the dispute-resolution mechanism, any class-action / jury-trial waiver, and any contractual limitations period. For questions, notice, or disputes, contact Wiener Labs at [PLACEHOLDER - insert support/legal contact email]; notice address [PLACEHOLDER - insert registered legal entity name and mailing address as confirmed by counsel].

DRAFT - REQUIRES LEGAL COUNSEL REVIEW. NOT LEGAL ADVICE. This document is a starting template prepared for product purposes and does not constitute legal advice. All bracketed placeholders, jurisdictional determinations, regulatory characterizations, fee-tax treatment, liability caps, and dispute-resolution mechanics must be reviewed and finalized by qualified legal counsel licensed in the applicable jurisdiction(s) before publication or reliance.

STATUS: DRAFT. NOT LEGALLY REVIEWED. DO NOT PUBLISH. This document is an engineering-authored draft for the Cortex public beta. It has not been reviewed by qualified legal counsel and must not be relied upon, published, linked from the product, or presented to users in any form until a licensed attorney in each applicable jurisdiction has reviewed and approved it. GDPR, CCPA/CPRA, KVKK, and other jurisdiction-specific assertions below are placeholders pending a legal determination of which regimes apply to Cortex.

Effective date: [PLACEHOLDER - date of publication after legal review]. Operator: [PLACEHOLDER - legal entity name, e.g. Wiener Labs / registered entity]. Contact: [PLACEHOLDER - privacy contact email].

1. Overview

Cortex is a non-custodial Solana trading service in closed public beta. This policy explains what personal data we process, why, who we share it with, and the choices and rights available to you. Two points define everything below: (1) Cortex is non-custodial - your funds remain in a vault account (a program-derived account, or PDA) that you own and control, and the engine cannot withdraw or transfer your assets out; and (2) blockchain data is public and permanent - your wallet public key and your vault's deposits, trades, and withdrawals are recorded on a public ledger we do not control and cannot alter or delete.

2. Data We Collect

We minimize the personal data we collect. During the beta we process: account / authentication data (email; auth identifiers and session metadata managed by Privy); wallet / on-chain identifiers (your Solana wallet public key; your vault PDA address); trade and position data; technical / security data (IP address, request timestamps, coarse device/user-agent metadata, rate-limit counters, error and audit logs); and communications you send to support. We do not collect government ID, financial account numbers, or biometric data during the beta. [LEGAL REVIEW: confirm whether any KYC/AML obligation requires more than email given the beta caps, jurisdiction(s), and the non-custodial model.] We do not ask for, store, or have access to your wallet private keys or seed phrase.

3. How We Use Your Data

We use personal data to authenticate you and maintain your session (via Privy); execute trades you authorize (the engine submits allowlisted swap/route instructions under a scope-limited session signer and cannot withdraw or transfer your funds out); enforce beta and risk controls (whitelist membership, per-user deposit caps, exposure limits, the Probity compliance-screening allowlist, and the global kill switch); provide notifications; operate, secure, and improve the service; and comply with law. Legal bases (where GDPR/KVKK or similar applies) [LEGAL REVIEW - placeholder]: performance of a contract, legitimate interests, consent where required, and legal obligation. Whether these regimes apply at all must be confirmed by counsel.

4. Third Parties and Data Sharing

We share the minimum data needed to operate the service and do not sell your personal data. Providers include Privy (authentication / embedded wallet and session signer; [LEGAL REVIEW: confirm SOC 2 status and current sub-processor/DPA terms]), Helius (Solana RPC; your IP may be exposed to the RPC endpoint), Probity (compliance screening of tradable assets), Jupiter (swap routing / aggregation), and infrastructure / hosting [PLACEHOLDER] [LEGAL REVIEW: list actual hosting, database, email, and any analytics/error-tracking sub-processors and their locations]. International transfers: some providers may process data outside your country. [LEGAL REVIEW: transfer mechanisms (e.g. SCCs) pending provider locations and applicable law.]

5. On-Chain Data Is Public and Permanent

Cortex operates on the Solana public blockchain. Your wallet public key and vault PDA address, and every deposit, swap, trade, and withdrawal associated with that vault (with amounts, timestamps, and counterparties) are recorded on a public, immutable ledger maintained by the decentralized Solana network, not by Cortex. This information is public, permanent, and outside our control. A request to delete your off-chain account data has no effect on data already written to the blockchain. Do not use Cortex if you are not comfortable with on-chain activity being permanently public.

6. Data Retention and Your Rights

We retain off-chain personal data only as long as needed: account/auth data for the life of your account, then deleted or anonymized within [PLACEHOLDER - e.g. 30-90] days of account closure; security/technical logs for [PLACEHOLDER - e.g. 30-90 days]; trade/accounting records for [PLACEHOLDER] to meet record-keeping obligations [LEGAL REVIEW]. On-chain data is not subject to these periods because it is permanent. Depending on where you live, you may have rights to access, correct, delete, restrict, or port your personal data; to exercise any right, contact [PLACEHOLDER - privacy email]. Deletion applies only to off-chain data we control. [LEGAL REVIEW: confirm the exact rights, response deadlines, appeal/complaint mechanisms, and verification steps per applicable regime.]

7. Cookies, Children, Security, and Jurisdiction

During the beta we use only the cookies and local storage strictly necessary to authenticate you and keep you logged in; we do not currently run third-party advertising or behavioral-analytics trackers [PLACEHOLDER - to be completed before launch] [LEGAL REVIEW: cookie banner / consent obligations]. Cortex is not directed to anyone under [PLACEHOLDER - e.g. 18] years of age [LEGAL REVIEW]. We use technical and organizational measures to protect off-chain data, but no method is fully secure and you remain responsible for safeguarding your own wallet keys and login credentials, which we never hold. Jurisdiction-specific disclosures (GDPR / EEA & UK, CCPA / CPRA, KVKK / Turkiye, and others) are all [LEGAL REVIEW - placeholders].

END OF DRAFT. REQUIRES LEGAL COUNSEL REVIEW BEFORE ANY USE OR PUBLICATION.

DRAFT - REQUIRES LEGAL COUNSEL REVIEW. This document is an internal engineering draft prepared by the Cortex team. It has not been reviewed or approved by licensed legal counsel. It must not be published, presented to users, referenced in marketing, or relied upon for any decision until a qualified attorney in each applicable jurisdiction has reviewed, corrected, and signed off on it. Placeholders marked [...] must be completed. Nothing in this draft is legal advice.

You Can Lose All Your Money

Cortex is high-risk, experimental, automated cryptocurrency trading software. You can lose 100% of every dollar you deposit. Losses can happen in seconds, without warning, with no human reviewing the trade, and with no way to recover the funds. Do not deposit any amount you are not fully prepared to lose entirely. Money you need for rent, food, debt, medical costs, retirement, or any other purpose does not belong in Cortex. By depositing funds into a Cortex vault, you confirm that you have read, understood, and accepted every risk described below.

1. Total Loss of Capital

You can lose all of the funds you deposit. This is a realistic outcome for a product of this type, not a remote or theoretical one. There is no guaranteed floor on your losses up to the full amount you deposit. Once funds are lost to a trade, a market move, a smart contract failure, or a third party, they cannot be recovered by us, and in most cases cannot be recovered by anyone. We do not guarantee the return of your principal or any profit, yield, or rate of return. Only deposit funds you can afford to lose completely and permanently.

2. Automated and Algorithmic Trading Risk (No Human in the Loop)

Cortex executes trades automatically and algorithmically. When the engine decides to trade on your behalf, no human reviews, approves, or supervises the individual trade before it is sent to the blockchain. Risks include model and strategy error, software bugs, bad or stale data, runaway behavior, speed of loss far faster than any human could react, and configuration or operator error. The circuit breakers, kill switches, exposure caps, and allowlists described here are risk-reduction measures, not guarantees; they can fail, be bypassed, be triggered too late, or be defeated by unanticipated conditions.

3. Mainnet-Direct Beta; Smart Contract Risk

The Cortex beta runs directly on Solana mainnet using real cryptocurrency from the first day you participate. There is no paper-trading, simulation, or demo phase. Cortex relies on smart contracts deployed on Solana, including a per-user vault contract that holds your funds. Code vulnerabilities may allow funds to be lost, frozen, drained, or stolen. Audits are not guarantees: an audit reduces risk but does not eliminate it, and audited contracts have been exploited. Composability and dependency risk, upgrade and key risk, and the irreversibility of blockchain transactions all apply. The non-custodial design does not protect you from trading losses, market moves, slippage, MEV, or bad strategy decisions made within the vault.

4. Network, Market, Slippage, MEV, and Liquidity Risk

Cortex depends entirely on the Solana blockchain, which is operated by third parties and is outside our control; outages, congestion, failed transactions, validator/consensus/protocol risk, and dependence on RPC and infrastructure providers can all prevent you from entering, exiting, or withdrawing when you want. Even when every piece of software works as intended, the market itself can cause severe loss through volatility, slippage, MEV and front-running, liquidity risk, swap risk, and fee and cost drag.

5. Past Performance; Honest Disclosure of Prior Results

Past performance, whether of Cortex, of any strategy, of any backtest, or of any asset, is not a reliable indicator of future results. Honest disclosure of prior results: Cortex's own prior live trading activity has produced real losses, including a recorded realized loss on the order of approximately negative 281 U.S. dollars (-$281) [confirm exact figure, asset, and period with counsel] during earlier mainnet operation. We disclose this to make the risk concrete: Cortex has lost money trading real funds, and it can do so again, in larger amounts, including with your funds.

6. No Insurance; Regulatory Uncertainty; Fees

Funds deposited into or traded through Cortex are not protected by any insurance or government guarantee (not FDIC, SIPC, or any equivalent), are not bank deposits, and carry no deposit guarantee or lender of last resort. The legal and regulatory treatment of cryptocurrency, automated trading, and non-custodial software is uncertain and rapidly changing; you are solely responsible for determining whether your use of Cortex is lawful in your jurisdiction and for any taxes arising from it. [Confirm KYC/AML posture and obligations with counsel.] A deposit fee of 5% is charged on deposits and directed to the Cortex treasury; network fees, swap fees, slippage, and spreads also apply and are borne by you. You can pay fees and still lose money. [Confirm fee mechanics, disclosure timing, and refundability with counsel.]

7. Probity Screening Is Best-Effort, Not a Guarantee

Cortex integrates a third-party compliance-screening signal (via Probity) that classifies eligible assets as approved, flagged, or rejected, and is configured to trade only assets Probity approves. This screening is best-effort and informational only. It is not a guarantee, certification, or ruling of any kind. Verdicts depend on third-party data, methodology, and judgment that may be incomplete, outdated, incorrect, or contested, and may change over time. You are solely responsible for confirming that any asset meets your own requirements, and for consulting your own qualified advisor if a specific compliance standard matters to you.

8. Acknowledgment

By using Cortex, accessing a Cortex vault, or depositing funds, you acknowledge and agree that you have read and understood this Risk Disclosure Statement in full; that you can lose all of the funds you deposit, permanently and without recourse; that you are using high-risk, experimental, beta software that trades automatically, with no human in the loop, directly on mainnet with real funds; that you are not relying on any guarantee of profit, return of principal, safety, audit outcome, or religious compliance; that you are financially able to bear a total loss; and that you are solely responsible for the legality of your use of Cortex in your jurisdiction and for any taxes arising from it.

This is a working draft. It must be reviewed, completed, and approved by qualified legal counsel in each applicable jurisdiction before any use. Bracketed [...] items require confirmation. Entity details, governing law, dispute-resolution terms, limitation-of-liability and indemnity provisions, and jurisdictional carve-outs are intentionally omitted from this draft and must be added by counsel.