These Terms of Service (these "Terms of Service") are entered into by and between Nautilus Labs Inc., a Texas corporation ("Nautilus"), and the individual or legal entity accessing or using the Services ("Customer"). Nautilus and Customer may be referred to individually as a "Party" and collectively as the "Parties."

These Terms of Service govern Customer's access to and use of Nautilus' websites, platforms, dashboards, software, analytics, application programming interfaces, documentation, and related services made available by Nautilus from time to time, including without limitation those made available at https://nautilus.finance and any successor or affiliated site (collectively, the "Services").

BY ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF CUSTOMER DOES NOT AGREE, CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES.

1. Definitions

For purposes of these Terms of Service, the following terms shall have the meanings set forth below.

"Account" means any account, login credentials, authentication tokens, API keys, wallet authorizations, or other access mechanisms issued to or used by Customer to access the Services.

"Customer Data" means any data, content, materials, identifiers (including wallet addresses if provided), inputs, submissions, instructions, configurations, API calls, execution acknowledgements, trade confirmations, post-back data, or other information provided, transmitted, or made available by or on behalf of Customer in connection with Customer's use of the Services or any Third Party Services.

"Documentation" means any user guides, technical documentation, specifications, API documentation, explanatory materials, or other written materials provided by Nautilus relating to the Services.

"Nautilus Materials" means the Services, Documentation, algorithms, models, methodologies, signals, analytics, dashboards, interfaces, reports, Output, and all related intellectual property and derivatives thereof.

"Output" means any analytics, signals, reports, metrics, dashboards, insights, performance information, or other content generated or made available through the Services, whether generated algorithmically, statistically, or otherwise.

"Third Party Services" means any third-party platform, exchange, protocol, custodian, broker, prime broker, vault operator, data provider, execution venue, wallet provider, or other service that interoperates with, is referenced by, or is used in connection with the Services.

"Vaults" means any pooled vehicle, vault, strategy, automated product, or similar construct operated by a third party that references, incorporates, or is marketed as using Nautilus signals or analytics.

2. Service Delivery

Subject to these Terms of Service, Nautilus may make available to Customer certain features of the Services, which may include, without limitation, algorithmically generated market signals, analytics, dashboards, performance information, research tools, Documentation, and other informational or analytical materials. Nautilus may modify, suspend, or discontinue any aspect of the Services at any time in its sole discretion.

Customer may be required to establish an Account to access certain portions of the Services. Customer is solely responsible for maintaining the confidentiality and security of its Account credentials and for all activities conducted through or in connection with its Account, whether authorized or unauthorized. Nautilus shall have the right, in its sole discretion, to suspend or terminate any Account if Nautilus reasonably believes that Customer has violated these Terms of Service or misused the Services.

3. Nature of the Services

Customer acknowledges and agrees that the Services are limited to the provision of technology, analytics, and informational tools. Nautilus does not, through the Services or otherwise, execute trades, place orders, manage accounts, exercise discretionary authority, hold or custody assets, provide brokerage services, or act as an investment adviser, commodity trading advisor, or fiduciary.

All trading, investment, and financial decisions are made solely by Customer or by third parties engaged by Customer, at Customer's sole risk.

4. No Investment Advice; No Fiduciary Relationship

Nothing in these Terms of Service or in the Services constitutes investment advice, a recommendation, or a solicitation. Nautilus does not assess Customer's financial condition, investment objectives, or risk tolerance.

No fiduciary, advisory, agency, partnership, or joint venture relationship is created between Nautilus and Customer by virtue of these Terms of Service or Customer's use of the Services.

5. Performance Information and Model Risk

The Services may display historical, simulated, hypothetical, backtested, or live performance information. Customer acknowledges that such information may be based on assumptions, reconstructed data, or historical conditions that may not recur.

Algorithmic models may degrade or behave unpredictably due to regime changes, data errors, overfitting, latency, liquidity constraints, funding rates, fees, or execution differences. Past performance is not indicative of future results.

6. Third Party Services and Vaults

The Services may reference or interoperate with Third Party Services, including Vaults. Nautilus does not control and is not responsible for any Third Party Services.

Without limiting the foregoing, Nautilus shall have no responsibility or liability for execution quality, custody, leverage, liquidation mechanisms, smart contracts, oracle systems, governance decisions, or insolvency of any Third Party Services or Vault operators.

7. Compensation; Fees

Customer acknowledges and agrees that Nautilus may receive fees in connection with the Services, including compensation that may be calculated by reference to the performance of signals, strategies, or analytics made available through or referenced by Third Party Services, including Vaults.

Such fees may be paid pursuant to protocol-level mechanisms, smart contracts, licensing arrangements, revenue-sharing agreements, or other contractual arrangements between Nautilus and third parties. Customer acknowledges that Nautilus does not set, calculate, modify, administer, or enforce any Vault fee mechanism and does not receive compensation directly from Customer unless expressly agreed in writing.

The receipt of compensation by Nautilus, including performance-based compensation, does not create any fiduciary duty, advisory relationship, agency relationship, discretionary authority, or obligation to manage, supervise, or control any Vault, Third Party Service, or Customer assets.

8. Reservation of Future Services

Customer acknowledges that Nautilus may, in the future, offer discretionary trading, managed accounts, proprietary trading, or managed sleeves. Any such services are not offered today and, if offered, shall be subject to separate written agreements and additional disclosures.

9. Grant of Rights

Subject to these Terms of Service, Nautilus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer's internal informational and analytical purposes.

10. No Implied Rights

Except as expressly set forth herein, no rights or licenses are granted by Nautilus by implication, estoppel, or otherwise.

11. Ownership

As between the Parties, Nautilus retains all right, title, and interest in and to the Nautilus Materials. Customer acquires no ownership interest by virtue of these Terms of Service or Customer's use of the Services.

12. Feedback

Customer agrees that all Feedback shall be the exclusive property of Nautilus and hereby irrevocably assigns all right, title, and interest in such Feedback to Nautilus.

13. Use Restrictions

Customer shall not reverse engineer, decompile, disassemble, scrape, crawl, or otherwise attempt to derive the structure or source of the Services or Nautilus Materials, nor use the Services to develop competing products or services.

14. Data and Telemetry

Nautilus may collect and use statistical, technical, and usage data derived from Customer's use of the Services, including API interactions and post-back data, for internal business purposes, including improving and developing the Services. Such data may be aggregated or anonymized.

15. Compliance with Laws

Customer represents and warrants that it will comply with all applicable laws, regulations, sanctions, and export controls in connection with its use of the Services.

16. Disclaimer of Warranties

THE SERVICES AND NAUTILUS MATERIALS ARE PROVIDED "AS IS," "WHERE IS," AND WITH ALL FAULTS. NAUTILUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

17. Indemnification

Customer shall defend, indemnify, and hold harmless Nautilus and its affiliates and their respective officers, directors, employees, licensors, and agents from and against all claims arising out of or relating to Customer Data, Customer's use of the Services, any Account, any Third Party Services or Vaults, or the assessment or payment of any performance-based fees.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAUTILUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA. NAUTILUS'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNT PAID BY CUSTOMER TO NAUTILUS DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

19. Termination

Nautilus may terminate or suspend Customer's access to the Services at any time. Provisions intended to survive shall survive termination.

20. Governing Law; Venue

These Terms of Service shall be governed by the laws of the State of Texas. Exclusive venue shall lie in the state or federal courts located in Texas.

21. General

These Terms of Service constitute the entire agreement between the Parties regarding the Services. If any provision is held unenforceable, the remainder shall remain in full force. Failure to enforce any provision shall not constitute a waiver.

VAULT RISK DISCLOSURE ADDENDUM

(Updated to Address Performance Fees)

This Vault Risk Disclosure Addendum (this "Vault Addendum") supplements and forms part of the Terms of Service. Capitalized terms not defined herein have the meanings set forth in the Terms of Service.

1. No Operation or Control of Vaults

Nautilus does not create, operate, manage, sponsor, or control any Vault. Vaults are operated exclusively by third parties. Participation in a Vault does not constitute an investment in Nautilus.

2. Execution, Custody, and Counterparty Risk

All execution, custody, clearing, settlement, and asset management functions are performed by Third Party Services not controlled by Nautilus. Nautilus bears no responsibility for counterparty default, insolvency, or operational failure.

3. Smart Contract and Protocol Risk

Vaults may rely on smart contracts and decentralized protocols that may contain vulnerabilities or be subject to exploits. Nautilus does not audit, monitor, or guarantee the security or correctness of any such systems.

4. Leverage, Liquidation, and Market Risk

Vaults may employ leverage and derivatives, which can magnify losses and result in rapid or total liquidation. Liquidations may occur without notice and at unfavorable prices.

5. Signal Integration and Model Risk

Vault operators determine how Nautilus signals are integrated, interpreted, delayed, filtered, or executed. Nautilus does not control Vault implementation or execution outcomes.

6. Performance Fees

Customer acknowledges that certain Vaults may assess performance-based fees or incentive fees, including fees payable to Nautilus, as specified in applicable Vault documentation or smart contracts.

Such fees are calculated, assessed, and distributed solely by protocol-level mechanisms or Third Party Services. Nautilus does not control or modify such mechanisms. The existence or payment of performance-based fees does not constitute discretionary asset management, investment advice, or a recommendation by Nautilus.

Customer is solely responsible for reviewing and understanding all fees applicable to any Vault prior to participation.

7. No Monitoring or Intervention

Nautilus does not monitor Vault positions, margin levels, or liquidation thresholds and has no obligation to notify Customer of losses or adverse conditions.

8. Regulatory and Legal Risk

Vaults may be subject to regulatory uncertainty. Customer is solely responsible for determining the legality of Vault participation in Customer's jurisdiction.

9. Assumption of Risk

CUSTOMER ACKNOWLEDGES AND ACCEPTS ALL RISKS ASSOCIATED WITH VAULT PARTICIPATION, INCLUDING THE RISK OF TOTAL LOSS OF CAPITAL. NAUTILUS DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO ANY VAULT OR PERFORMANCE-BASED FEES.

10. Incorporation by Reference

This Vault Addendum is incorporated into and forms part of the Terms of Service and shall control with respect to Vault-related matters.