Umbrae Platform — Terms of Service

Operator: Ignis AI Labs, LLC, a Wyoming limited liability company, 30 N Gould St Ste N, Sheridan, WY 82801 ("Ignis," "we," "us," or "our")
Platform: The Umbrae trading platform, the Umbrae One ($U1) token ecosystem, and all associated tools, interfaces, smart contracts, and services (collectively, the "Platform")
Effective Date: 2026-09-27
Version: 1.5

What changed in version 1.1: Ignis AI Labs, LLC redomesticated from Puerto Rico to Wyoming (organized August 17, 2026). The company's name is unchanged. This version updates the operator's jurisdiction and address, the governing law, and the forum/arbitration seat to match the Wyoming entity.

What changed in version 1.2: Added Section 8 (Rewards, Leaderboards, and Fee-Share Programs), which governs the Platform's competitive and reward programs. Upgraded dispute resolution to mandatory binding arbitration with a mutual jury-trial waiver and class-action waiver (Section 17), with a 30-day opt-out window. Added the Privacy Policy as a standalone incorporated document. Sections after 7 were renumbered by one.

What changed in version 1.3: Removed the Privacy Policy as a standalone incorporated document — it will be republished following a full review and approval. References to it in Sections 8, 10, and 19 were updated accordingly. No other sections changed.

What changed in version 1.4: Corrected this document's header, which still read "Version 1.2 · Effective 2026-09-15" after the version 1.3 update. No substantive terms changed.

What changed in version 1.5: Section 1 and Section 7 no longer describe a $U1 trading-fee discount. No such discount exists, and $U1 carries none. No other terms changed.

0. READ THIS FIRST — ACCEPTANCE IS REQUIRED BEFORE YOU USE ANYTHING

You must accept these Terms before you use the Platform — before connecting a wallet, trading, holding tokens, or using any other feature. Acceptance is only by completing the on-screen step the Platform presents (signing the acceptance message with your wallet and/or checking the "I have read and accept" box); it is never implied. Until you complete it you have no right to use the Platform, and if you do not agree, do not use it.

Before you read on, internalize two things: the Platform is a set of tools and an educational environment, not a source of financial advice, and every trading and investment decision you make is yours alone. The full division of responsibility is in Section 5 (Allocation of Responsibility — What Is Yours vs. What Is Ours), the core of this Agreement.

1. WHAT THE PLATFORM IS

Umbrae is a public, self-directed trading and ecosystem platform. It includes, depending on your access level and applicable gating:

• Umbrae trading venues and tools — self-directed on-chain trading on Base across Umbrae's own DAMM and DLMM liquidity pools and a multi-venue swap aggregator, with dynamic-fee execution and manual liquidity-position management.
• Umbrae One ($U1) — the Platform's fixed-supply utility token (5,000,000 max). Live utility: locking $U1 to become eligible for a share of platform fees, distributed weekly once reward distributions begin. Planned, rolling out in phases: staking and governance participation. $U1 is a utility token. It is not an investment contract offered by Ignis, not a security marketed by Ignis, and carries no promise of profit or appreciation from us.
• Analytics, research, indicators, and SAGE AI tooling — informational and analytical only.
• KYC-gated layers — certain advanced and regulated features (such as automated rebalancing, AI-managed strategies, copy trading, and governance participation) require identity verification through an approved third-party verifier before access.

The Platform is public-facing, but specific layers are gated. Public/read-only users can verify on-chain facts; gated features require the applicable NFT tier, KYC, or both.

Ignis Elite NFT holders: Your private-community rights, benefits, and obligations are governed by the Ignis Elite Terms and Conditions and the Ignis Community Mutual NDA, not by this document. This document governs your use of the public Umbrae Platform. Where both apply, this document controls Platform use and those documents control your private-community membership.

2. ELIGIBILITY

To use the Platform you must:

1. Be at least 18 years old and have the legal capacity to enter into a binding contract.
2. Not be located in, or a resident or citizen of, any jurisdiction where use of the Platform is prohibited, and not be a person or entity subject to sanctions (including OFAC) or on any prohibited-persons list.
3. Complete any required KYC verification before accessing gated features.
4. Use the Platform only for lawful purposes and in compliance with the laws of your own jurisdiction.

You are solely responsible for determining whether your use of the Platform is legal where you live. We do not provide that determination for you.

3. NOT FINANCIAL, INVESTMENT, LEGAL, OR TAX ADVICE

This is the single most important thing to understand about the Platform.

• The Platform provides tools, automation, data, and educational content. It does not provide financial advice, investment advice, trading recommendations, or solicitations to buy or sell any asset.
• Nothing on the Platform — no indicator, no analytic, no AI output, no backtest, no community discussion, no documentation — is a recommendation that you take or avoid any trade or investment.
• We are not your broker, not your dealer, not your investment adviser, not your fiduciary. No relationship of trust or reliance is created by your use of the Platform.
• All examples, projections, profit figures, and performance illustrations anywhere on the Platform are hypothetical and illustrative. They are not promises and not typical results.
• You should obtain independent professional advice — financial, legal, and tax — before making decisions. We cannot and do not provide it.

4. TRADING, CRYPTO, AND TOKEN RISK — PLAIN STATEMENT

You acknowledge and accept each of the following before using the Platform:

1. You can lose everything. Cryptocurrency and on-chain trading involve substantial risk, including total loss of capital. Many participants lose money.
2. Volatility is extreme and normal. Prices, liquidity, and spreads can move violently and without warning.
3. No guaranteed returns. Past performance, backtests, and illustrations never guarantee future results.
4. Automated features can lose money too. Automated routing, execution, and rebalancing follow rules and conditions; they do not eliminate risk and can produce losses, including in conditions they were not designed for. Program features described in Section 8 are not trading tools and do not change this.
5. Smart-contract and protocol risk. Bugs, exploits, oracle failures, bridge failures, and chain-level events can cause irreversible loss. On-chain transactions generally cannot be reversed.
6. Token risk specific to $U1. Utility, backing, and floor mechanics described in our documentation are design goals, not guarantees. Reserve values can fall. Utility demand can fall. The token can lose value.
7. Regulatory risk. Laws affecting crypto, tokens, and trading are evolving and may change in ways that restrict, suspend, or end features.

5. ALLOCATION OF RESPONSIBILITY — WHAT IS YOURS vs. WHAT IS OURS

This section draws a clear line. Read both columns. By accepting these Terms you agree to this allocation.

5.1 What YOU Are Responsible For

You are entering a professional, self-directed environment as an adult handling your own money. Accordingly, you — not Ignis — are responsible for:

1. Your decisions. Every trade, position, entry, exit, allocation, and token action you take. The Platform executes what you direct; the judgment is yours.
2. Staying actively informed. Monitoring your own positions, balances, and account; reading announcements, documentation, and notices; and keeping yourself current on changes to the Platform, the token, fees, and the ecosystem. You may not walk away from active investments and then hold us responsible for events you failed to follow.
3. Understanding before acting. If you do not understand a feature, a fee, a token mechanic, a migration step, or a risk, it is your responsibility to learn it or not use it. Beginner inexperience is not our liability. Coming into a professional space and making a beginner mistake does not transfer responsibility for that mistake to us.
4. Your own due diligence. Researching any asset, strategy, or feature before you use it.
5. Wallet and key security. Safeguarding your private keys, seed phrases, devices, and credentials. We never have custody of, and cannot recover, your keys or assets.
6. Your legal, tax, and regulatory compliance. Reporting and paying your taxes, and complying with the laws of your jurisdiction.
7. The accuracy of what you submit. Your KYC information, wallet linkage, and any data you provide.
8. Your risk tolerance. Trading only with capital you can afford to lose entirely.

5.2 What WE Are Responsible For

Ignis is responsible for:

1. Operating the Platform in good faith and using commercially reasonable efforts to keep it available, secure, and functioning as described.
2. Being honest in our communications — not making knowingly false statements about the Platform, the token, or fees.
3. Clear disclosure of fees before they apply (see Section 7).
4. Reasonable security practices to protect the systems and data within our control (see Section 10).
5. Giving advance notice of material changes that affect your rights, your access, or the token — including, specifically, migrations (see Section 6).
6. Honoring the commitments we actually make in writing in these Terms and our official documentation.

5.3 What We Are NOT Responsible For

For clarity, and consistent with Section 5.1, Ignis is not responsible or liable for:

1. Your trading or investment losses, or the outcome of any decision you make.
2. Losses arising from your failure to stay informed, to read notices, or to understand a feature before using it.
3. Market movements, volatility, liquidity conditions, or the price or value of any asset or token.
4. Third-party services, chains, bridges, wallets, DEXs, oracles, or partner platforms (see Section 9).
5. Loss of your keys, credentials, or assets held in your own custody.
6. Events outside our reasonable control (see Section 14).
7. Your failure to comply with your own legal or tax obligations.

6. CHANGES, UPGRADES, AND MIGRATIONS — ACTIVE-NOTICE COMMITMENT

We have learned from experience that ecosystem changes — especially token migrations — can move faster than some participants expect. This section sets out a clear, two-way commitment on notice and participation.

6.1 Our Commitment to Notify

For any material change to the Platform that affects your access, your funds, or your tokens — including token migrations, bridge events, contract upgrades that require user action, fee-structure changes, and deprecation of features — we commit to:

1. Advance written notice through our official channels (Platform interface, official announcements, and email where you have provided one), wherever the change is within our control to schedule.
2. A clear statement of what is changing, when, and what action (if any) you must take, in plain language.
3. A reasonable action window for user-action-required events, sized to the nature of the change, except where a shorter window is forced by security, legal requirement, or events outside our control — in which case we will say so.
4. Maintaining an archive of prior versions of these Terms and of major change announcements for your reference.

6.2 Your Responsibility to Stay Current and Act

The notice commitment in 6.1 only works if you do your part. You are responsible for:

1. Keeping your contact information current and not blocking or ignoring official channels.
2. Reading notices when we publish them.
3. Taking any required action within the stated window. If a migration, bridge, or upgrade requires you to act (for example, to swap or move tokens) and you do not act within the window after proper notice, the consequences of your inaction are your responsibility, not ours.
4. Understanding that market behavior during a change is not within our control. If other participants act on a change faster or more aggressively than expected, that is a market condition, not a breach by us.

6.3 Mutual Accountability

Sections 6.1 and 6.2 are intended to operate together. We hold ourselves accountable for informing you clearly and in advance. You hold yourself accountable for staying informed and acting. Neither side may rely on the other's failure to excuse its own.

7. FEES

1. Trading and protocol fees apply to activity on the Platform and are disclosed in the interface and our fee documentation before they apply. Dynamic fees vary with market conditions within published bounds.
2. Fees are generally non-refundable once the corresponding service or transaction is executed.
3. You are responsible for any third-party costs (network gas, partner fees) regardless of how they are routed.

8. REWARDS, LEADERBOARDS, AND FEE-SHARE PROGRAMS

The Platform may offer competitive, promotional, and community programs — including leaderboards, missions, quests, achievements, streaks, and programs that allocate a share of platform fees or revenue to top-performing participants (each, a "Program"). This section governs participation in every Program.

1. Programs are voluntary and discretionary. Participation is optional. We may launch, modify, restructure, pause, or end any Program — or change its rules, scoring, eligibility, allocations, or payout schedule — at any time and for any reason, except where Section 6 requires advance notice for a material change affecting your access or funds.
2. No reward is ever guaranteed. Prize-pool figures, projections, accumulating totals, and "your share" estimates shown anywhere on the Platform are informational estimates computed from live platform data. They are not account balances, not debts owed to you, and not property. A Program ending never entitles you to compensation for rewards you did not receive.
3. Eligibility. Program rewards may be granted only to participants in good standing who meet each Program's stated requirements — which may include a completed platform profile (a chosen username), minimum activity thresholds, and identity verification (KYC) before any payout. The eligibility exclusions in Section 2 apply to every Program. We may withhold rewards from any participant whose eligibility we cannot verify.
4. Fair play. You may not manipulate any Program: no wash trading or self-dealing to inflate metrics, no multiple or controlled accounts ("sybil" entries), no bots or automation except through features we expressly provide, and no exploitation of Program mechanics in a way a reasonable participant would understand as abuse. We may disqualify entries, adjust scores, withhold pending rewards, and claw back rewards already paid — including rewards paid before the abuse was detected. Our fair-play determinations are final.
5. Rankings are computed, and we may correct them. Leaderboard positions are computed by us from Platform data using our published methods. We may recalculate, correct, or restate rankings at any time, including retroactively. A ranking error — in your favor or otherwise — creates no entitlement.
6. Payment of rewards. Rewards that we do pay are distributed manually from our treasury in a form we choose (which may be a cryptocurrency token, stablecoin, or platform credit), on a schedule we publish and may change. Transfer costs may be netted from a reward. Rewards are paid to a wallet address you control; lost keys, wrong addresses, and failure to claim are your responsibility (Section 5.1), and unclaimed rewards may expire under a Program's stated rules.
7. Taxes are yours. Rewards may be taxable income to you. We may require completed tax documentation before paying a reward.
8. Public display. Leaderboards and Program results are public display surfaces. By participating you consent to our public display of your participation, ranking, display name, and wallet-derived identifiers.
9. No advice; no relationship. Programs are promotional. Participation is not investment advice, and it creates no partnership, employment, agency, or joint-venture relationship between you and Ignis.

9. THIRD-PARTY SERVICES, CHAINS, AND PARTNERS

The Platform integrates and depends on third parties — blockchains, bridges, DEXs, wallets, oracles, RPC providers, KYC verifiers, and partner services. These are operated independently. We do not control them, do not guarantee them, and are not responsible for their performance, availability, fees, security, or data practices. Your use of a third-party service is governed by that party's terms. Disputes with a third party are between you and that party.

10. DATA, PRIVACY, AND KYC

1. We collect and process account data you provide (such as your username and optional email), usage and technical data, and (for gated features) KYC attestations. A dedicated privacy policy will be published once it has been written, reviewed, and approved.
2. KYC data is handled by an approved third-party verifier and stored off-chain by that verifier. Where the architecture supports it, only a cryptographic attestation that verification occurred is recorded on-chain — your personal identification data does not touch the chain.
3. On-chain activity is public. Wallet addresses, transactions, token movements, and governance outcomes may be publicly visible and permanent. You accept this as inherent to public blockchains.
4. We apply commercially reasonable security to systems within our control, but no system is perfectly secure, and security of your own keys and devices is your responsibility (Section 5.1).

11. ACCEPTABLE USE

You agree not to:

1. Use the Platform for any illegal purpose or to evade sanctions or KYC requirements.
2. Engage in market manipulation, wash trading, or coordinated schemes intended to deceive other participants.
3. Attempt to circumvent gating, KYC, access controls, fee mechanisms, or security.
4. Reverse engineer, decompile, or attempt to extract source code or proprietary algorithms, except to the extent this restriction is prohibited by applicable law.
5. Use bots, scrapers, or automated access against the Platform's interfaces except through features we expressly provide for that purpose.
6. Exploit vulnerabilities; instead, report them responsibly.
7. Impersonate Ignis, its team, or other users.

We may suspend or terminate access for violations, immediately where the violation threatens security, legality, or other users.

12. INTELLECTUAL PROPERTY

Ignis AI Labs retains all intellectual property rights in the Platform, including software, algorithms, trading technology, AI systems, indicators, interfaces, documentation, and the marks "Ignis," "Umbrae," "Umbrae One," "U1," and related branding. Use of the Platform grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform for its intended purpose. It grants you no ownership of, or license to copy, modify, distribute, or build competing products from, our technology. Holding a token or NFT grants access rights only, not IP ownership.

13. DISCLAIMERS AND LIMITATION OF LIABILITY

13.1 "As Is"

To the maximum extent permitted by law, the Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant uninterrupted or error-free operation.

13.2 No Liability for User-Side Risks

Consistent with Section 5, and to the maximum extent permitted by law, we are not liable for trading or investment losses, decisions you make, your failure to stay informed or to act on notices, market conditions, third-party services, or loss of assets in your own custody.

13.3 Exclusion of Indirect Damages

To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or lost opportunity.

13.4 Liability Cap

To the maximum extent permitted by law, our total aggregate liability to you for all claims relating to the Platform will not exceed the greater of (a) the total fees you paid to Ignis in the three (3) months before the event giving rise to the claim, or (b) US $100.

13.5 What These Limits Do NOT Cover

Nothing in this Section limits liability that cannot be limited by law, including liability for our own fraud or willful misconduct, or for death or personal injury caused by our negligence.

14. FORCE MAJEURE

We are not liable for delay or failure to perform due to events beyond our reasonable control, including natural disasters, government or regulatory action, sanctions, blockchain network failures or forks, bridge failures, internet or infrastructure outages, and cyberattacks. During such events, features may be suspended or limited; we will communicate where reasonably able.

15. INDEMNIFICATION

You agree to indemnify and hold harmless Ignis AI Labs and its officers, directors, employees, and agents from claims, damages, losses, and reasonable expenses arising from: your violation of these Terms; your illegal use of the Platform; your violation of applicable law; your infringement of third-party rights; and claims by third parties relating to your use of the Platform.

16. TERM, SUSPENSION, AND TERMINATION

1. These Terms apply from your first acceptance and for as long as you use the Platform.
2. You may stop using the Platform at any time.
3. We may suspend or terminate your access for breach, illegality, security threats, or where required by law. Provisions that by their nature should survive — IP, disclaimers, limitation of liability, indemnification, responsibility allocation, and dispute resolution — survive termination.

17. DISPUTE RESOLUTION

1. Governing law: the laws of the State of Wyoming and the United States of America, without regard to conflict-of-laws principles.
2. Good-faith first: before starting any formal proceeding, the parties will attempt to resolve the dispute informally for thirty (30) days after written notice of the dispute.
3. Mandatory binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any Program — except the carve-outs in clause 6 — must be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Sheridan, Wyoming (or conducted virtually), in English, before a single arbitrator with technology and cryptocurrency experience. You and Ignis each waive the right to a jury trial and the right to participate in a class action or class-wide arbitration. Claims may be brought only in an individual capacity, and an arbitrator may award relief only in favor of the individual party seeking relief and only to the extent warranted by that party's individual claim.
4. Time limit: any claim must be brought within one (1) year of the date the cause of action arose, to the extent permitted by law.
5. Opt-out window. You may reject this arbitration agreement by emailing legal@ignislabs.ai within thirty (30) days of the date you first accept version 1.2 (or a later version) of these Terms. Rejection applies only to you, does not affect the rest of these Terms, and leaves disputes to be resolved in the courts identified in clause 6.
6. Court carve-outs. Either party may bring an individual claim in a small-claims court of competent jurisdiction instead of arbitration, and Ignis may seek injunctive or equitable relief in any court of competent jurisdiction to protect the Platform, its users, or its intellectual property from ongoing harm. If this arbitration agreement is rejected under clause 5 or held unenforceable, disputes will be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming, and you and Ignis each consent to their personal jurisdiction.

You are giving up important rights, including the right to a jury trial and the right to participate in a class action. Read this section carefully before accepting.

18. CHANGES TO THESE TERMS

We may update these Terms to reflect new features, legal or regulatory changes, security improvements, or operational needs. Material changes are subject to the advance-notice commitment in Section 6. For material changes, continued use after the notice period, together with completion of any re-acceptance step the Platform presents, constitutes acceptance. If you do not accept a material change, you must stop using the affected features.

19. GENERAL

• Entire agreement: these Terms, together with any feature-specific terms, are the entire agreement for your use of the Platform.
• Severability: if any provision is unenforceable, the rest remains in effect, and the unenforceable provision is narrowed to the minimum necessary.
• No waiver: our not enforcing a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our consent; we may assign to an affiliate or successor.
• Electronic acceptance and signatures are valid and binding.

20. CONTACT

Ignis AI Labs, LLC — Legal: legal@ignislabs.ai · Support: support@ignislabs.ai · Website: https://ignislabs.ai

Version 1.5 · Effective 2026-09-27 · © Ignis AI Labs, LLC. Prior versions archived and available on request.