Terms of Service

Welcome to AlemX. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and AlemX Inc., a Delaware corporation ("AlemX," "we," "us," or "our"). These Terms govern your access to and use of the AlemX platform, including but not limited to our mobile application, website (www.alemx.com), self-custodial digital wallet, payment card services, encrypted messenger, social features, and the Attention Marketplace (collectively, the "Services").

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 16. PLEASE REVIEW IT CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.

1. Eligibility

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction);
• Have the legal capacity to enter into a binding agreement;
• Not be a resident of any jurisdiction where access to or use of digital asset services or blockchain-based platforms is prohibited or restricted by law;
• Not be listed on any applicable sanctions list, including those maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, or the United Nations;
• Provide accurate, current, and complete information during registration and maintain the accuracy of such information.

AlemX reserves the right to refuse, suspend, or terminate access to any User who does not meet these eligibility requirements or who violates these Terms.

2. Account Registration and Security

To access certain features of the Services, you must create an account. You agree to:

• Provide truthful, accurate, and complete registration information;
• Maintain and promptly update your account information to keep it current;
• Maintain the security and confidentiality of your account credentials, including passwords, PINs, biometric data, and recovery phrases;
• Immediately notify AlemX of any unauthorized access to or use of your account;
• Accept full responsibility for all activities conducted through your account.

You acknowledge that AlemX provides a self-custodial wallet solution. This means you, and only you, maintain control over your private keys and recovery phrases. AlemX does not have access to your private keys and cannot recover them if lost. Loss of your recovery phrase may result in permanent and irreversible loss of access to your digital assets.

3. Description of Services

AlemX is an integrated digital platform that provides the following Services:

3.1 Self-Custodial Digital Wallet

A non-custodial digital wallet that allows you to store, send, receive, and manage supported digital assets. You retain sole custody and control of your private keys at all times. AlemX acts as a technology provider and does not custody, hold, or control your digital assets.

3.2 Payment Card

A payment card linked to your AlemX wallet that enables you to spend supported digital assets at merchants that accept applicable card networks. Card issuance, servicing, and transaction processing are provided by our third-party issuing partners. Use of the payment card is subject to the separate Cardholder Agreement provided by the applicable card issuer.

3.3 Encrypted Messenger

An end-to-end encrypted messaging service that allows you to communicate with other AlemX Users. Messages are encrypted on your device before transmission, and AlemX does not have access to the content of your messages. You are solely responsible for the content you transmit through the messenger.

3.4 Social Platform

Social features that allow you to create a profile, connect with other Users, share content, and engage with the AlemX community. All user-generated content is subject to our Community Guidelines and Acceptable Use Policy.

3.5 Attention Marketplace

The Attention Marketplace enables Users to monetize their attention by engaging with advertising content. Users set their own attention price, and advertisers pay the User-set price plus a platform fee. Earnings are settled in USDC on the Solana blockchain via atomic smart contract transactions. Participation in the Attention Marketplace is voluntary and subject to verification through on-device computer vision technology.

4. Attention Marketplace — Specific Terms

4.1 User Participation

By participating in the Attention Marketplace, you agree that:

• You will engage with advertising content genuinely and in good faith;
• You will not attempt to circumvent, manipulate, or deceive the attention verification mechanisms;
• You will not use bots, scripts, emulators, or any automated tools to simulate attention;
• AlemX may use on-device computer vision technology (the "Attention Ring") to verify genuine user engagement;
• Attention verification processing occurs locally on your device; raw biometric data is not transmitted to or stored on AlemX servers.

4.2 Earnings and Settlement

Attention Marketplace earnings are settled in USDC on the Solana blockchain. AlemX charges a platform fee (currently 40%) on top of the User-set attention price, which is paid by the advertiser. Settlement occurs atomically via Solana smart contracts. AlemX reserves the right to adjust the platform fee with 30 days' prior notice to Users.

4.3 Advertiser Terms

Advertisers using the Attention Marketplace agree to pay the User-set attention price plus the applicable platform fee. Advertiser funds are held in non-custodial escrow via Solana Program Derived Address (PDA) vaults until attention is verified and settlement is executed. Advertisers are solely responsible for the content and legality of their advertisements.

4.4 Fraud and Abuse

AlemX employs fraud detection mechanisms to maintain the integrity of the Attention Marketplace. Any attempt to defraud the system, including but not limited to spoofing attention, click farming, or collusion, will result in immediate account suspension, forfeiture of pending earnings, and potential permanent ban from the platform. AlemX reserves the right to report fraudulent activity to applicable law enforcement authorities.

5. Digital Assets and Blockchain Transactions

You acknowledge and agree that:

• Blockchain transactions are irreversible. Once a transaction is confirmed on the blockchain, it cannot be canceled, reversed, or refunded;
• You are solely responsible for verifying the accuracy of all transaction details, including recipient addresses and amounts, before confirming any transaction;
• AlemX is not responsible for any loss of digital assets resulting from incorrect addresses, failed transactions due to network congestion, smart contract errors, or blockchain network failures;
• The value of digital assets is highly volatile and can fluctuate significantly. AlemX does not guarantee the value, stability, or liquidity of any digital asset;
• Network fees (gas fees) apply to blockchain transactions and are set by the underlying blockchain network, not by AlemX;
• AlemX does not provide investment advice and no content on the platform should be construed as financial, tax, legal, or investment advice.

6. Fees and Charges

AlemX may charge fees for certain Services, including but not limited to:

• Attention Marketplace platform fees;
• Payment card issuance fees;
• Transaction processing fees;
• Premium subscription fees (AlemX Plus).

All applicable fees will be disclosed to you prior to the completion of any transaction or enrollment in any paid service. AlemX reserves the right to modify its fee structure with 30 days' prior notice. Continued use of the Services after the effective date of any fee change constitutes your acceptance of the updated fees.

7. User Conduct and Acceptable Use

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation;
• Engage in money laundering, terrorist financing, fraud, or any other financial crime;
• Infringe upon the intellectual property, privacy, or other rights of third parties;
• Transmit viruses, malware, or any code of a destructive nature;
• Interfere with or disrupt the integrity or performance of the Services or related systems;
• Attempt to gain unauthorized access to any part of the Services, other Users' accounts, or any related systems or networks;
• Engage in harassment, abuse, threats, or intimidation of other Users;
• Distribute spam, unsolicited commercial messages, or phishing content;
• Create fake accounts, impersonate others, or misrepresent your identity or affiliation;
• Use the Services for any illegal purpose, including the purchase or sale of illegal goods or services;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services.

8. Intellectual Property

8.1 AlemX Intellectual Property

The Services, including all content, features, functionality, software, code, designs, trademarks, logos, trade names, and all related intellectual property, are owned by AlemX Inc. and are protected by copyright, trademark, patent, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms.

8.2 User Content

You retain ownership of content you create and post on the platform. However, by posting content through the Services, you grant AlemX a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform your content in connection with operating and improving the Services. You represent and warrant that you have all rights necessary to grant this license.

8.3 Feedback

Any feedback, suggestions, ideas, or other information you provide to AlemX regarding the Services is non-confidential and AlemX may use such feedback for any purpose without obligation or compensation to you.

9. Privacy and Data Protection

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, store, and share your personal information. By using the Services, you consent to the practices described in the Privacy Policy. Key privacy principles of AlemX include:

• End-to-end encryption of all messenger communications;
• On-device processing of attention verification data (no raw biometric data is transmitted to AlemX servers);
• Self-custodial architecture ensuring AlemX does not have access to your private keys;
• Compliance with applicable data protection regulations including GDPR and CCPA where applicable.

10. Third-Party Services and Integrations

The Services may contain links to or integrate with third-party services, including but not limited to payment card issuers, blockchain networks, on-ramp/off-ramp providers, and advertising partners. AlemX is not responsible for the content, accuracy, availability, or practices of any third-party services. Your use of third-party services is governed by their respective terms and conditions. AlemX does not endorse and is not liable for any damage or loss caused by or in connection with the use of any third-party services.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALEMX DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ALEMX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALEMX DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.

ALEMX IS A TECHNOLOGY PROVIDER AND DOES NOT ACT AS A FINANCIAL INSTITUTION, BROKER, DEALER, EXCHANGE, CUSTODIAN, OR INVESTMENT ADVISOR. NO CONTENT PROVIDED THROUGH THE SERVICES CONSTITUTES FINANCIAL, INVESTMENT, LEGAL, OR TAX ADVICE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALEMX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, DIGITAL ASSETS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to or use of (or inability to access or use) the Services;
• Any conduct or content of any third party on the Services;
• Loss or theft of private keys, recovery phrases, or digital assets;
• Unauthorized access to your account;
• Errors, mistakes, or inaccuracies of content;
• Blockchain network failures, delays, or errors;
• Smart contract vulnerabilities or exploits;
• Fluctuations in the value of digital assets.

IN NO EVENT SHALL ALEMX'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO ALEMX IN FEES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

13. Indemnification

You agree to indemnify, defend, and hold harmless AlemX, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Services;
• Your violation of these Terms;
• Your violation of any applicable law or regulation;
• Your violation of any third-party rights, including intellectual property rights;
• Any content you submit, post, or transmit through the Services;
• Your participation in the Attention Marketplace, including any fraudulent or abusive conduct.

14. Termination

AlemX may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, including but not limited to cases where:

• You breach any provision of these Terms;
• AlemX is required to do so by law or regulatory order;
• AlemX reasonably suspects fraudulent, abusive, or illegal activity on your account;
• Continued provision of the Services to you is no longer commercially viable.

Upon termination, your right to use the Services will immediately cease. Because AlemX provides a self-custodial wallet, you will retain access to your digital assets via your private keys and recovery phrase, independent of the AlemX platform. Any provisions of these Terms which by their nature should survive termination shall survive, including but not limited to Sections 8, 11, 12, 13, 16, and 17.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration under Section 16 shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

Before initiating formal proceedings, you and AlemX agree to first attempt to resolve any dispute informally by contacting legal@alemx.com. If the dispute is not resolved within sixty (60) days of the initial notice, either party may proceed with arbitration.

16.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration shall be conducted in the English language and held in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

16.3 Class Action Waiver

YOU AND ALEMX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both you and AlemX agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, Community Guidelines, and any additional terms applicable to specific Services, constitute the entire agreement between you and AlemX regarding your use of the Services and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver

The failure of AlemX to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any provision shall be effective only if made in writing and signed by AlemX.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of AlemX. AlemX may assign these Terms without restriction. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

17.5 Force Majeure

AlemX shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government actions, blockchain network failures, cyberattacks, or disruptions to telecommunications or internet infrastructure.

17.6 Notices

AlemX may provide notices to you via email, in-app notification, or by posting on the platform. Notices to AlemX should be sent to legal@alemx.com or by mail to AlemX Inc., Wilmington, Delaware, United States.

17.7 Modifications to Terms

AlemX reserves the right to modify these Terms at any time. Material changes will be communicated to you via email or in-app notification at least thirty (30) days before the effective date. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Services.

18. Contact Information

If you have any questions about these Terms, please contact us at:

• Company: AlemX Inc.
• Email: legal@alemx.com
• Website: www.alemx.com