TERMS OF SERVICE RINGO

These terms of service, together with our Privacy Policy and any other documents expressly incorporate by reference herein (collectively, these “Terms of Use” or “Terms”), are entered into by and between you and Ringo Labs, Inc., a Delaware corporation, d/b/a Ringo (“Ringo”, “we”, “us”, or “our”) and govern your access to and use of our services, including our platform, various websites, SMS, APIs, email notifications, applications, buttons, widgets, ads, commerce services and other covered services that link to these Terms (collectively, the “Services”), including any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 2 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES. USE OF THE SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

The Service consist, in part, of the account, “@JoinRingo” on the social media platform, “X” (formerly Twitter), which connects X users and facilitates creation, acceptance, and payout on challenges to what the outcomes of determinable events will be (each a “Challenge”) by bringing together third-party technologies to form a seemly Challenge experience for users on X.

THERE ARE NUMEROUS RISKS ASSOCIATED WITH ENGAGING IN CHALLENGES USING RINGO. THE RISK OF LOSS IN CREATING AND TRADING EVENT CONTRACTS ON ANY PLATFORM, INCLUDING RINGO, CAN BE SUBSTANTIAL, ENGAGING IN CHALLENGES IS HIGHLY SPECULATIVE BY NATURE, AND RINGO HAS NO CONTROL OVER THE OUTCOME OF ANY CHALLENGE. YOU AGREE AND ACKNOWLEDGE THAT RINGO IS NOT LIABLE FOR ANY LOSS, FINANCIAL OR OTHERWISE, ARISING OUT OF USE OF THE SERVICES FOR ANY REASON WHATSOEVER, INCLUDING TECHNICAL FAILURE, INTERRUPTION OF YOUR X ACCOUNT OR OTHER X INTERRUPTIONS, INTERRUPTIONS IN THE SERVICES, INCLUDING FROM RINGO’S NEGLIGENCE, OR ANY OTHER REASON A CHALLENGE MAY RESULT IN LOSS.

1. INTELLECTUAL PROPERTY

Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates and/or identified third parties (collectively, the “Service Content”). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved. We may offer certain portions of our Services at no charge and others for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you rather, you are being granted a limited license to use our Services.

2. CHANGES TO THE TERMS

(a) We reserve the right in our sole discretion and at any time and for any reason and without notice, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique aspects of our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(b) Modifications to these Terms of Use or Additional Terms will be effective immediately upon posting on the Services. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services.

3. ACCESS AND USE

(a) To access the Services you must have an existing X account, which has been in existence and active for a minimum of three (3) months prior to your use of the Services, and which has a minimum of ten (10) followers at the time of your use of the Services. Ringo may restrict your use of the Services, at any time and for any or no reason at all, in Ringo’s sole discretion. To create and participate in a Challenge, you must tag @JoinRingo on X, accept the Terms when prompted, and follow the community guidelines of X. You are responsible for maintaining secure access to the X account which uses the Services, and Ringo shall not be responsible for any use of the Services by unauthorized users who have access to the X account that engages with Ringo and uses the Services.

(b) Ringo charges certain fees to users for each Challenge executed through the Services. These fees are mandatory and apply to all users who initiate or participate in a Challenge using the Services. The fee structure, which is hereby incorporated by reference herein, is available at www.joinringo.xyz. Ringo reserves the right to update the fee schedule at its discretion.

(c) Third-Party Services and Software

(1) To provide the Services, Ringo works with integrations, software, or services operated and/or provided by third party providers who provide “Third Party Services” which facilitate in part the ability for Ringo to provide the Services (e.g., X (formerly Twitter), Citizen’s Reserve, Inc., and Reality.eth, among others.  Ringo is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Your use of the software included in the Third Party Services is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software. We accept no responsibility or liability in connection with any software owned or controlled by third parties included in Third Party Services. You are responsible for procuring any and all rights necessary for you to access Third Party Services and for complying with any applicable terms or conditions thereof. Ringo does not operate or control in any way any information, software, products or services available on such Third Party Services. Ringo does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions.  For the avoidance of doubt, you must agree and adhere to the below third party providers, in addition to any other third party providers who facilitate the ability for Ringo to provide the Services to you.

(2) Ringo and the Services are in no way affiliated with, endorsed by, or sponsored by X Corp or any of its subsidiaries, affiliates, or related entities. Any references to X Corp or its products, services, or trademarks are made solely for descriptive or informational purposes. You acknowledge and agree that these Terms of Use are between you and Ringo and not with X Corp. Any questions, concerns or complaints regarding the Services should be directed to us.

(3) To access certain aspects of our Services, you must use a third-party digital wallet provider. Your use of any digital wallet, like your engagement with any third-party through the Services, is subject to the terms of that third-party provider which may or may not include other third-party services providers facilitating the funding of wallets. Those additional third parties may impose restrictions on ensuring that users are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.

(d) Our Services are provided for use by you or your organization for personal or non-commercial use only. When using our Services, you agree to comply with all applicable federal, state, and local laws. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. For instance, (i) your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials (ii) you may store files that are automatically cached by your mobile device (iii) if you download our mobile application, you may download a single copy to your mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such application or (iv) if we provide social media features with respect to our Services, you may take such actions as are enabled by such features. In any such case, you may do these things only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content.

(e) To the extent that our Services contain links or APIs to outside services and resources, we do not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to that particular service or resource.

(f) Furthermore, except as expressly permitted in these Terms, you may not:

(1) Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content

(2) Circumvent, disable, or otherwise interfere with our security-related features

(3) Use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Services or Service Content for any purpose (except for that which routinely occurs through the use of bona fide search engines) without our express written permission

(4) Collect or harvest any personally identifiable information or non-personally identifiable information from our Services

(5) Solicit other users to join or become members of any commercial online service or other organization without our prior written approval

(6) Attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same

(7) Decompile, reverse engineer, or disassemble any portion of our software or other Service Content, or our Services

(8) Use network-monitoring software to determine architecture of or extract usage data from our Services

(9) Encourage conduct that violates any local, state, or federal law, either civil or criminal, or impersonate another user, person, or entity

(10) Violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce or

(11) Engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.

(g) Regarding your use of the Services, you may not:

(1) Facilitate or engage in Challenges in which the outcome is dependent upon:

(A) violence civil unrest natural disasters or the death, injury or misfortune of any person, group, or animal

(B) pandemics, disease, medical treatment efficacy, or individual medical diagnoses

(C) the outcomes of political elections

(D) the outcomes of criminal trials, sentencing hearings, indictment hearings, plea bargains, jury trials, arbitration hearings, mediation, or any other legal proceeding—criminal or civil, whether dependent on jury vote or otherwise

(E) any outcome pertaining to any person who is under the age of 18 or who is a minor in their jurisdiction of residence

(F) the outcomes of business deals, stock prices, product launches, or other business outcomes for any business to which you are an insider

(2) Facilitate or engage in Challenges which may be libelous or infringe on the intellectual property, privacy, or any other rights of any third party

(3) Facilitate or engage in Challenges which constitute:

(A) front-running

(B) fictitious transactions

(C) pre-arranged or non-competitive transactions

(D) cornering or attempted cornering

(4) Facilitate or engage in Challenges in a way that is fraudulent, misleading, or otherwise unfair to other users or

(5) Engage in any other behavior that, in the sole discretion of Ringo, is malicious, abusive, defamatory, obscene, indecent, harassing, violent, hateful, inflammatory, improper, disruptive or is otherwise objectionable.

(h) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

(i) You understand and agree that your use of the Services and/or Service Content while operating a motor vehicle (or during any other activity that requires your attention) may be distracting, dangerous, or prohibited by law. You are solely responsible for your exercising good judgment, acting in a safe and responsible manner, and obeying all laws and regulations at all times. You understand that failing to pay full attention in the operation of a vehicle or in other activities may cause an accident, damage, injury, death, or other serious consequences. You assume sole responsibility for your use of the Services and Service Content.

4. USER REGISTRATION & PROMOTIONAL MESSAGING

(a) If you are under the age of eighteen (18) you may not use the Services, sign up for any promotional messages, or otherwise provide us any personal information. If you are not a natural person, you must be duly organized, validly existing, and in good standing under the laws of the applicable jurisdiction.

(b) You are responsible for: (i) making all arrangements necessary for you to have access to the Services and (ii) ensuring that all persons who access the Services through your Account are aware of these Terms and comply with them.

We are not liable for any loss that you may incur as a result of someone else using your X password or account to access the Services, whether with or without your knowledge.

(c) Promotional Messages. Our Services may include sending you promotional e-mails/newsletters and/or text/SMS messages. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe via any of our disclosed methods. To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.

(1) Emails/Newsletters. You may opt-out of receiving our e-mails/newsletters as set forth in our Privacy Policy, or by using the options included in the communication we send you (e.g., using the “Unsubscribe” feature provided in the footer of our emails).

(2) Text/SMS Messages. In addition to these Terms of Use, the following specific terms apply to our recurring Text/SMS Message Service (“Message Service”): (1) unless we explicitly tell you otherwise in advance, we will not charge you for the Message Service. However, “Message and Data Rates May Apply” which means that, depending on your service plan with your wireless services carrier, you may be charged message and/or data charges by your wireless carrier for each message (2) by enrolling in the Message Service, you certify that you are either the account holder or otherwise responsible for paying any wireless carrier charges associated with the Message Service (3) depending on your settings and preferences, we may send you up to eighteen (18) messages per month through our Message Service (4) you may opt-out of receiving messages from us as set forth in our Privacy Policy, or by texting “STOP” as a reply to any of our messages (5) if you have any questions about our Message Service or need assistance, you may text “HELP” as a reply to any of our messages (6) we are not aware of any wireless carriers that do not support our Message Service, however, you must have a text or SMS enabled mobile phone (7) we do not guarantee or warrant that you will receive all or any of our messages and (8) our Message Service may be administered by a third party (the “Administrator”) and reserve the right to condition use of our Message Service to your acceptance of applicable Administrator terms and conditions.

5. USER CONTENT

(a) Because the Services are facilitated on X, users will have the ability to post, upload, transmit, or otherwise make available messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials, as input by or approved by the user (“User Content”), and tag Ringo on such User Content, thereby linking the Service’s X account, @joinRingo, to such User Content, and users will have the ability to post User Content in the comments on https://x.com/joinringo.

(b) In connection with the use of the Services, Ringo deploys a bot which may edit content proposed for use as a Challenge by user for clarity. It is your responsibility to verify that the modifications made accurately reflect your intent in making the Challenge. The Service will prompt you to make such confirmation prior to posting. For the avoidance of doubt, both the direct user input text as well as the text as approved by users shall be included in “User Content.”

(c) Subject to the rights and license you grant herein and subject to the X terms of use, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published through our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

(d) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

(e) You represent, warrant, and covenant that you will not submit any User Content that:

(1) Violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity

(2) Impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable, or otherwise violates any applicable law

(3) Encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any law or otherwise promotes unlawful acts

(4) Promotes the discrimination of any person or groups of persons based on race, sex, religion, nationality, disability status, sexual orientation, status as a veteran or age

(5) Causes or could cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy another person or groups of persons

(6) Is an advertisement for goods or services or a solicitation of funds

(7) Includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references

(8) Contains a formula, instruction, or advice that could cause harm or injury

(9) Is a chain letter of any kind

(10) or is otherwise prohibited by virtue of the use restrictions described herein in these Terms of Use, including but not limited to those restrictions in Section 3.

For the avoidance of doubt, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying our Services will not be permitted.

(f) By tagging @joinRingo in User Content or otherwise posting User Content, simultaneously with such posting you automatically grant, represent or warrant that the owner has expressly granted to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business and (ii) in connection with the businesses of our affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of our Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

(g) By tagging @joinRingo in User Content or otherwise posting User Content, you also grant us the worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the User Content (all attributes, collectively, per person, a “Persona”), including, without limitation, your name and geographical location (e.g., “Leena P. – Los Gatos, CA”), for purposes of advertising and trade, in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law. Our uses of your Persona will be consistent with the terms of our Privacy Policy, where it is applicable.

(h) We do not accept or consider, directly or through any employee or agent, unsolicited ideas of any kind, including without limitation, creative content, ideas, or suggestions relating to new or improved products, enhancements, names or technologies, advertising, and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

(1) We have no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential and

(2) We will own and may use and redistribute Unsolicited Materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

(i) Notwithstanding the generality of the foregoing, we reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising, marketing, promotional, and other commercial purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners, marketing partners, accounts, and third-party service providers (including their downstream users).

(j) We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to remove the @joinRingo tag from your User Content, remove and/or block your comments, block you from tagging @joinRingo on X, or report your User Content to X.

6. INDEMNIFICATION

(a) You agree to defend, indemnify and hold harmless Company, our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Service Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney’s fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services (ii) User Content provided by you (iii) any actual or alleged violation or breach by you of these Terms of Use (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us (v) usage of the Services which violate any third party provider’s terms relating to Third Party Services, or (vi) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

7. NON-CUSTODIAL NATURE OF SERVICES

Ringo is a non-custodial platform. This means:

(a) Private Key Security: Ringo does not have access to, ability to store, or ability to otherwise manage your private keys. Private keys are generated and managed by you via your Third-Party wallet and are subject to your agreement with them. Due to your third-party wallet integration, it is possible that the integration may fail and you will not have access to your third-party wallet. We are not responsible for any loss that may occur due to such integration failure.

(b) Account Security: You are solely responsible for safeguarding your account information, including your private keys. Please notify us immediately if you suspect any unauthorized access or use of your account. We will not be liable for any loss resulting from your failure to protect your account information.

(c) No Intermediary: Ringo is not an intermediary between you and any other third party, and use of Ringo involves your own direct interaction with the applicable blockchain technology at your own risk and discretion.

(d) No Asset Custody: Ringo does not take custody of your digital assets. All assets are held in wallets you control directly through your third-party wallet’s infrastructure.

(e) Direct Blockchain Interaction: Transactions (e.g., swaps, transfers) are executed directly from your wallet without Ringo acting as an intermediary. You authorize transactions, and they are broadcast to the blockchain through your wallet’s private key. At no time does Ringo have custody of your funds.

8. BLOCKCHAIN TRANSACTIONS

(a) Direct Execution: All transactions are initiated and signed by your wallet. Ringo facilitates interaction with blockchain protocols but does not intermediate or control transactions.

(b) Transparency: Transactions are recorded on public blockchains and are irrevocable and irreversible. You acknowledge that Ringo cannot reverse, cancel, or modify transactions once broadcast. You must carefully verify all instructions to Ringo before submitting them.

(c) Risk Acknowledgment: YOU UNDERSTAND THAT BLOCKCHAIN TECHNOLOGY CARRIES INHERENT RISKS—INCLUDING VOLATILITY, POTENTIAL LOSS OF FUNDS, AND NETWORK DELAYS—AND YOU AGREE THAT RINGO IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM THESE RISKS.

(d) Irreversibility of Transactions: Blockchain transactions are final once confirmed. Ringo has no ability to reverse or cancel any transaction once submitted.

(e) Network Compatibility: Stablecoins may operate on multiple blockchain networks (e.g., Ethereum ERC-20, BNB Chain BEP-20, Polygon, etc.). You are solely responsible for ensuring that the selected transfer network matches the receiving platform or wallet.

(f) Ringo operates USDC on Polygon Network: Sending USDC - or any unsupported token - over the wrong network could result in a permanent loss of funds. Always verify that you're using the correct network before making a transfer.

(g) Risk of Permanent Loss: If you send stablecoins to an unsupported or incompatible network, the assets may become permanently irretrievable. Ringo bears no obligation to attempt recovery and makes no guarantee that recovery will be possible.

(h) Limitation of Liability: By proceeding with a transfer, you agree that Ringo, its affiliates, officers, directors, and employees shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from the loss of funds due to incorrect network selection or incompatible addresses.

(i) User Acknowledgment: You acknowledge that it is your responsibility to verify the correct wallet address and compatible blockchain network prior to initiating a transfer; perform test transactions when transferring significant amounts; and bear full responsibility for any losses caused by user error, including but not limited to network mismatches.

If you believe you've sent USDC to the wrong network, please contact us at support@joinringo.xyz and include your transaction ID along with your X (Twitter) username.

9. USER CONTROL AND TRANSPARENCY

(a) Self-Custody: You retain full ownership and control of your digital assets subject to your relationship with your third-party wallet provider. Ringo cannot freeze, seize, or restrict access to the assets in your wallet.

(b) No Intermediary Peer-to-Peer Transactions: Ringo does not hold, transmit, or settle assets. Transactions are peer-to-peer via blockchain protocols at your own discretion and direction and risk.

(c) Transaction Instructions. You are responsible for providing correct and complete instructions for any blockchain transaction. Ringo will execute transactions as instructed, but we are not liable for any errors or losses resulting from inaccurate or incomplete instructions. Ringo is not responsible for verifying the accuracy or completeness of any instructions.

10. NO PROFESSIONAL ADVICE

Nothing in the Services or Service Content is intended to constitute financial, legal, investment, tax, or other professional advice, nor is it intended to be a substitute for professional judgment. All information provided by the Services is for entertainment and informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

11. NO FIDUCIARY DUTIES

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

12. BLOCKCHAIN TRANSACTION LIABILITY RELEASE

We are not a party to any transaction or other interaction occurring on the underlying blockchain protocols. If you have a dispute with any transaction counterparty, you agree to address such dispute directly with such counterparty. If permitted in your jurisdiction, you release us (and our officers, directors, agents, investors, subsidiaries, employees, and advisors) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

13. REGULATORY AND COMPLIANCE SUSPENSIONS OR TERMINATIONS

We may suspend or terminate your access to the Services at any time as required by applicable law, any governmental authority, or if we in our sole discretion determine you are violating these Terms or the spirit of these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by us.

14. OWNERSHIP AND CONTROL OF ASSETS

The Services are purely non-custodial, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold via your third-party wallet provider. Title to your digital assets shall at all times remain with you and shall not transfer to us. As the owner of your own cryptocurrency/stablecoins, you shall bear all risk related to the digital assets in your wallet(s). We will have no liability for value fluctuations of digital assets, that may occur.

15. BLOCKCHAIN AND THIRD-PARTY RISK

You acknowledge that the use of blockchain technology and third-party services involves risks outside of our control. Ringo disclaims any liability for losses resulting from such risks.

Where the Services rely on or interact with third-party services, APIs, or protocols (including decentralized exchanges, custodians, or data providers), you acknowledge that these are not controlled by Ringo and may be subject to their own risks and terms. Ringo shall not be liable for any loss or damages resulting from the unavailability, malfunction, or breach of any such third-party service.

16. COPYRIGHT INFRINGEMENT

(a) We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our Services or hosted on our systems that may be infringing or the subject of infringing activity. It is Ringo’s policy to terminate the accounts of repeat infringers without exception.

(b) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (the “Designated Agent”). Our Designated Agent is:

Copyright Agent

c/o Ringo Labs, Inc. & Subsidiaries

127 NW 27th Street, Suite 701

Miami, FL 33127

hello@joinringo.xyz

(c) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following information:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

(2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that website

(3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material

(4) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted

(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law and

(6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

If you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

17. GEOGRAPHIC RESTRICTIONS

(a) The use of our Services is subject to geographical restrictions. We reserve the right to block access to Services from certain locations based on regulatory requirements or other considerations at our sole discretion. The Services are for use only by individuals residing in and using the Services in the United States. Notwithstanding the foregoing, you are not permitted to use the Services if you reside in or are attempting to use the Services in the following jurisdictions within the United States: Illinois, Nevada, New Jersey, Montana, Ohio, Maryland, and all Tribal Lands (including but not limited to Trust Lands, Restricted Fee Lands, Fee Lands, land owned by Alaska Native Corporations, and any Federal or State Indian Reserves). Ringo reserves the right to block access to the Services from other jurisdictions without notice to users in such additional jurisdictions.

(b) You may not use any Virtual Private Network (VPN) or any other method to circumvent our geo-blocking measures. By using the Services, you agree that you are in a location in which we have authorized the use of the Services.

(c) Any attempt to bypass these restrictions or failure to adhere to these terms may lead to immediate suspension or termination of your account without prior notice.

18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATION CONTENT OF OUR SERVICES OR SERVICE CONTENT (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED OR ACCESSED THROUGH OUR SERVICES (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES (VI) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SURE OR UNINTERRUPTED AND (VII) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR: (1) ANY INCORRECT OR INACCURATE INFORMATION, WHETHER CAUSED BY PARTICIPANTS, PRINTING OR PRODUCTION ERRORS, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR EMPLOYED IN THE CONTEST (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO MALFUNCTIONS, INTERRUPTIONS, OR DISCONNECTIONS IN THE SERVICES, THE X SOCIAL MEDIA PLATFORM, OR ANY OTHER NETWORK HARDWARE OR SOFTWARE (3) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF A CHALLENGE OR OTHER ASPECT OF THE SERVICES (4) TECHNICAL OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE SERVICES OR (5) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM YOUR USE OF THE SERVICES.

19. LIMITATION ON LIABILITY

(a) IN NO EVENT WILL RINGO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN, OR INVITATION OF THIRD PARTIES TO PARTICIPATE IN, ANY ACTIVITIES OR EVENTS RELATING TO THE SERVICES, YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT RELATING TO THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

(b) YOU EXPRESSLY AGREE THAT PARTICIPATION IN ACTIVITIES RELATING TO THE SERVICES CARRIES CERTAIN INHERENT AND SUBSTANTIAL RISKS OF LOSS OR INJURY AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES, EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION, OR NEGLIGENCE OF RINGO OR BY THE ACTION, INACTION, OR NEGLIGENCE OF OTHERS. YOU ALSO EXPRESSLY AGREE THAT RINGO DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY PHYSICAL ACTIVITY OR EVENT THAT UTILIZES THE SERVICES.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL THE SERVICE PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY US DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(d) These limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of liability are not permitted in such jurisdictions, some of the foregoing limitations may not apply to you.

20. GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the state courts of the State of California in each case located in Santa Clara County, California although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21. DISPUTE RESOLUTION & MANDATORY ARBITRATION

(a) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at Ringo Labs, Inc. & Subsidiaries, 127 NW 27th Street, Suite 701, Miami FL 33127. We will contact you based on the contact information you have provided us.

(b) If, after thirty (30) days and after good faith effort, the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they instead choose to have any disputes resolved through arbitration.

(c) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS directly. The arbitration shall take place at a location mutually agreed to by the parties or, if no such agreement is reached, as determined by JAMS.

(d) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

(e) Either of us may bring qualifying claims in small claims court. Furthermore, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.

22. NO CLASS ACTIONS

TO THE EXTENT PERMITTED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

23. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

24. LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

25. MISCELLANEOUS

(a) Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

(b) Severability. Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in full force and effect.

(c) Entire Agreement. The Terms and our Privacy Policy and any Additional Terms incorporated by reference constitute the sole and entire agreement between you and Ringo with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

(d) No Assignment. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

26. YOUR COMMENTS AND CONCERNS

The Services are operated by Ringo Labs, Inc. & Subsidiaries.

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: hello@joinringo.xyz