Terms of Use

Welcome to the Mage Labs Protocol Terms of Use (these "Terms"). These Terms govern your access to and use of the Mage Labs website located at https://magelabs.xyz and any related documentation, software, tools, features and functionality (collectively, the "Services").

PLEASE READ CAREFULLY. These Terms contain, among other items, disclaimers of warranties, limitations of liability, a binding arbitration clause and class action waiver that may affect your legal rights. By clicking "Accept," connecting a wallet or otherwise using the Services you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. Scope and Definitions

"Interface" means the publicly available, non-custodial web frontend hosted by Mage Labs that allows users to broadcast transactions to the permissionless smart contracts comprising the Mage Labs Protocol on the Solana blockchain (the "Protocol").

"You / your" means either (i) the natural person who uses the Services or (ii) the entity on whose behalf that person acts, in which case the signer represents that they have authority to bind the entity.

The Interface is one—but not the exclusive—method of interacting with the Protocol. Mage Labs does not custody user assets, provide order matching, or intermediate settlement.

2. Regulatory Status Disclosure

European Union (MiCA). As at the last updated date Mage Labs is not authorised as a crypto-asset service provider ("CASP") under Regulation (EU) 2023/1114 (MiCA). This assessment is based on our understanding that we neither (i) provide custody nor (ii) operate an orderbook or internal matching engine for third parties. We continue to monitor MiCA developments and will apply for authorisation if/when required.

United States (FinCEN). Mage Labs is not registered as a money services business ("MSB") under 31 CFR Chapter X. We do not "accept and transmit" digital assets for or on behalf of others within the meaning of FinCEN guidance.

British Virgin Islands (VASP Act 2022). Mage Labs Inc is incorporated in the British Virgin Islands and is presently not registered as a virtual asset service provider ("VASP") under the BVI VASP Act 2022. We are evaluating whether registration will become necessary as the project matures.

No Guarantee. Regulatory characterisations depend on facts and circumstances and may change with new laws or guidance. Mage Labs may update this disclosure and/or seek the relevant authorisations at any time.

3. Eligibility and User Representations

By using the Services you represent and warrant that you:

are at least the age of majority in your jurisdiction,
are not on any sanctions list or located in a jurisdiction subject to comprehensive embargoes,
have not been previously suspended from the Services, and
will comply with all applicable laws, including anti-money laundering (AML) and counter-terrorist financing (CTF) requirements.

4. AML / Sanctions Compliance

Mage Labs implements a risk-based compliance programme aligned to FATF Recommendation 15. We reserve the right to restrict or block transactions that appear to violate applicable AML/CTF laws or economic sanctions programmes (e.g., OFAC, EU Restrictive Measures). Where legally required we will share Travel Rule information with other obliged entities.

5. Wallets and Keys

You must use a non-custodial, Solana-compatible wallet to interact with the Protocol. You alone control your private keys. Mage Labs cannot access, recover or reset private keys, seed phrases or wallet passwords. If you lose your keys you may permanently lose access to your assets.

6. Important Disclaimers

No Investment Advice. The Services and all content are provided for informational and technical purposes only and do not constitute investment, financial or legal advice.

Protocol Risk. The Protocol is permissionless, operates autonomously and may be upgraded, forked, hacked or fail. Use it at your own risk.

No Fiduciary Relationship. Mage Labs is not your broker, intermediary, agent or adviser and owes you no fiduciary duties.

7. Intellectual Property Rights

All intellectual property rights in the Interface and associated documentation are owned by Mage Labs or its licensors. The Protocol code is open source under the applicable licence. Except for that licence you obtain no rights in or to the IP save the limited, revocable licence necessary to use the Services in accordance with these Terms.

8. Acceptable Use Rules

You agree not to:

use any robot, spider or other automated means to extract data from the Interface;
introduce malware or otherwise interfere with the Interface;
use the Services in violation of any applicable law, including AML, CTF, sanctions or securities laws;
engage in market manipulation, front-running or other abusive trading practices.

Mage Labs may suspend or terminate your access for any violation of these rules.

9. Fees

Certain features may incur on-chain transaction fees (e.g., gas) or interface fees that will be disclosed at the time of the transaction. All fees are non-refundable except as required by law.

10. Taxes

You are solely responsible for determining and paying any taxes that apply to your activities. Mage Labs does not provide tax advice or withhold taxes on your behalf.

11. Disclaimer of Warranties

To the maximum extent permitted by law the Services are provided "as is" and "as available." Mage Labs disclaims all warranties of any kind—express, implied or statutory—including merchantability, fitness for a particular purpose and non-infringement.

12. Limitation of Liability

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law (including liability for fraud, wilful misconduct or gross negligence, and statutory consumer rights).

Aggregate cap. Subject to the foregoing and to the fullest extent permitted by law, Mage Labs' total aggregate liability arising out of or relating to the Services or these Terms—whether in contract, tort or otherwise—shall not exceed (i) the total interface fees you paid to Mage Labs in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) ten thousand U.S. dollars (USD $10,000), whichever is greater.

Exclusion of consequential losses. Mage Labs shall not be liable for any indirect, special, incidental, punitive or consequential damages, or for loss of profits, data, goodwill or other intangible losses, even if advised of the possibility of such damages.

13. Indemnification

You agree to indemnify and hold harmless Mage Labs and its affiliates, officers, directors, employees and agents from any claim, demand, loss or damages (including legal fees) arising out of or related to your (i) breach of these Terms, (ii) misuse of the Services, or (iii) violation of any law or the rights of a third party.

14. Dispute Resolution; Arbitration

14.1 Informal Resolution
Before filing any claim you and Mage Labs agree to attempt to resolve the dispute informally by email notice and allow thirty (30) days for a response.

14.2 Binding Arbitration (BVI)
Except as provided in 14.3 below, any dispute that cannot be resolved informally shall be finally settled by confidential, binding arbitration under the BVI Arbitration Act 2013. The seat of arbitration shall be Tortola, British Virgin Islands. The language shall be English. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 EU / UK Consumer Opt-Out
If you are a consumer habitually resident in the European Union, European Economic Area or United Kingdom, you may elect to have any dispute heard in the courts of your place of habitual residence. Mage Labs will submit to that jurisdiction for such consumer disputes.

14.4 Class-Action Waiver
Disputes shall be resolved only on an individual basis. Class actions, class arbitrations and representative actions are not permitted.

15. Changes to the Services and to these Terms

Mage Labs may modify, suspend or discontinue any part of the Services at any time. Mage Labs may also revise these Terms by posting an updated version and updating the "Last updated" date. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

16. Governing Law

Except where otherwise required by mandatory law, these Terms and any dispute or claim arising out of them are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles.

17. Assignment

You may not assign or transfer your rights or obligations under these Terms without Mage Labs' prior written consent. Mage Labs may assign its rights or obligations at any time without notice.

18. Force Majeure

Mage Labs will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labour disputes or cyber-attacks.

19. Severability and Waiver

If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will remain in full force. No waiver of any breach shall be deemed a further or continuing waiver of any other breach.

20. Relationship of the Parties

These Terms do not create any partnership, joint venture, agency, fiduciary or employment relationship between you and Mage Labs.

21. Contact

Mage Labs Inc.
Email: solmagelabs@outlook.com