TERMS OF USE
1. Terms and Conditions

Neutronium AI platform products and software ("Neutronium", “Neutronium Platform”, “Platform”) serves as a suite of proprietary software interfaces supported by proprietary licensed algorithms and software from strategic partners as referenced to in this document. You acknowledge that the Neutronium Platform serves as an access point to back-end automated ‘Managed Strategies’ as determined by strategic partnership entities. Platform fee structures represent that of similar traditional finance managed strategies as deployed by sophisticated investment vehicle entities, as outlined in the deposit product interface specific to the terms. Deposit addresses and smart contracts initially facilitated on the Arbitrum scaling layer of the Ethereum Blockchain, and other Ethereum Virtual Machine Protocols to be determined, include multiple products governed by smart contracts, and proprietary software interfaces, including, but not limited to:

·        Neutronium (https://neutronium.ai)

·        Strategic Partnership Licensing Proprietary Technology: Brane AI (https://brane.is)

·        Subsidiary Entity: GREED (https://greed.lol)

Beside smart contracts, the websites for the Neutronium and affiliated products include additional text, images, audio, code, and other materials (collectively, the "Content"). In addition, some of the Neutronium platform products include associated tokens, e.g. proposed platform token: ‘NEU’, in addition to denomination tracking tokens, and any derivatives thereof (the "Tokens", subject to change of identifying ticker prior to launch).

There exist many ways in which Neutronium platform products could fail unexpectedly, against intentions, resulting in a total and absolute loss in the value of your funds. Please read these Terms of Use (the "Terms" or "Terms of Use") carefully before using the Service. By using or otherwise accessing the service or clicking to accept or agree to these Terms where that option is made available, you (1) accept and agree to these Terms and (2) any additional terms, rules and conditions of participation issued from time to time. If you do not agree to the Terms, then you may not access or use the Content or Neutronium Platform Products.

2. Modification of Terms of Use        

These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of these Terms will be posted on the Interface with the "Last Revised" date at the top of the Terms changed. Any changes or modifications will be effective immediately upon posting the revisions to the Interface. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Interface by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Interface, you must stop using the Interface.

3. Eligibility

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. Neutronium Platform products are global and by accessing the Neutronium Platform, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access the Neutronium Platform and enter into arrangements. You further represent that you are otherwise legally permitted to use the service in your jurisdiction including owning cryptographic tokens of value and interacting with the Neutronium Platform. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that neither the Neutronium Platform products NOR ANY RELATED ENTITIES AND AGENTS ("RELATED ENTITIES AND AGENTS includes at least, but is not limited to, (1) the owners of, or contributors to, the Neutronium Platform; and(2) Brane AI, any founders, employees and/or contractors to entities or unreferenced controlling parent entities of partnerships thereof, (3) Neutronium Labs (c/o 71-75 Shelton Street Covent Garden London United Kingdom WC2H 9JQ), any founders, employees and/or contractors to controlling entities, any founders, employees and/or contractors to Neutronium Platform controlling entities) are liable for your compliance with such laws. Finally, you represent and warrant that you will not use the Neutronium Platform products for any illegal activity such as but not limited to mixing or washing.

By engaging with Neutronium Platform products you also hereby confirm that you are not from any prohibited jurisdictions in accordance with international Anti-Money-Laundering (AML) laws and practices. This list includes but is not limited to: Albania, Barbados, Burkina Faso, Cambodia, Cayman Islands, Democratic People's Republic of Korea (DPRK)*, Democratic Republic of the Congo, Gibraltar, Haiti, Iran*, Jamaica, Jordan, Mali*, Morocco, Mozambique, Myanmar*, Panama, Philippines, Senegal, South Sudan*, Syria, Tanzania, Turkey, Uganda, United Arab Emirates, Yemen*, Malta, Nicaragua, India, China, Iran, Afghanistan, and Pakistan.

You additionally agree you are not accessing the platform from any other jurisdiction listed as a Specially Designated National by the United States Office of Foreign Asset Control (“OFAC”), which includes but is not limited to: Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, Russia, certain sanctioned areas of Ukraine, Somalia, Venezuela, Yemen, or Zimbabwe (collectively, “Prohibited Jurisdictions”).

In addition to this list for general platform product purposes of interaction, for specific product treatment you additionally hereby acknowledge you are fully compliant with your appropriate jurisdictional laws. This included in instances of products reflecting token launch from deposit, where specific jurisdictional regulatory bodies may choose to distinguish the release of digital asset “tokens” and additionally established products in return for deposited capital as falling under international securities laws. In instances of products pertaining to token launch, “bonds”, or other derivative instruments which reflect platform equity, or revenue distributions thereof, from managed strategies, equity or otherwise, you acknowledge that you abide by your jurisdictional financial laws and do not engage in products which you are not permitted to do so. In the case of token bonding, bonds, IDOs, ICOs, Donations, or any other launching of platform tokens thereof, owning, holding, buying, selling, or trading crypto asset tokens, you may not partake in any related platform products pertaining to these if you are from, situated in, or native to any of the aforementioned countries, additionally including: The United States of America, United Kingdom, Canada, Australia, New Zealand. If you so choose to disregard these limitations you forfeit any residual rights to claims on assets in the event of insolvency, including the ability to bring forward any claims against limited liability entities, subsidiary and parent entities, and individual associated personnel of any entities thereof.

These terms and exclusions additionally apply to ‘Affiliate Programs’ as outlined by documentation as listed on the platform website. Jurisdictional exclusions apply, and agreements are subject to be reneged on by Neutronium listed entities, with residual payments retained at the Platform discretion; with all payments and future agreed payments terminated effective immediately solely at platform discretion once established under ‘Special Measures’ as outlined in this document, at sole discretion of Neutronium and associated entities.

4. Representations, Warranties, and Risks

4.1. No Representation or Warranty

You expressly understand and agree that your use of the Service is at your sole risk. (A) THE NEUTRONIUM PLATFORM PRODUCTS and ANY RELATED ENTITIES AND AGENTS (HEREINAFTER THE "PLATFORM") EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE NEUTRONIUM PLATFORM PRODUCTS, THE PLATFORM SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMs ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE PLATFORM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE AND ANY RELATED INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

4.2. Disclaimer of Fiduciary Duties

TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE TO ELIMINATE ANY AND ALL FIDUCIARY DUTIES THE PLATFORM (INCLUDING ANY FOUNDERS, CONTRACTORS, OR CONTRIBUTORS) MAY HAVE TO THE USER, ITS AFFILIATES, THE END USERS OF THE NEUTRONIUM PLATFORM PRODUCTS, OR THE CONTENT, OR HOLDERS OF THE TOKENS.

4.3. Sophistication and Risk of Cryptographic Systems

By utilizing the Neutronium Platform Products, Tokens, or interacting with the Content in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and smart contract-based tokens such as those that follow the Ethereum Token Standard, and blockchain-based software systems. Neither the Neutronium Platform Products nor any RELATED ENTITIES AND AGENTS owns or controls any of the underlying software through which blockchain networks are formed. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using the Neutronium Platform Products, you acknowledge and agree (i) the Platform is not responsible for operation of the underlying software and networks that there exists no guarantee of functionality, security, or availability of such software and networks; and (ii) that the underlying platforms are subject to sudden changes in operating rules (known as "Forks"), and that such Forks may materially affect the Platform. It might be discretionarily decided not to support (or cease supporting) the Forked network entirely. You acknowledge and agree that the Platform assumes absolutely no responsibility whatsoever in respect of any underlying software platforms, whether Forked or not.

4.4. Risk of Regulatory Actions in One or More Jurisdictions

The Platform, the Neutronium Platform Products, the Tokens and ETH could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the Platform to continue to develop, or which could impede or limit your ability to access or use the Service or Ethereum blockchain, including access to your funds.

4.5. Risk of Weaknesses or Exploits in the Field of Cryptography

You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Platform, the Neutronium Platform Products or accessing Content, which could result in the theft or loss of your cryptographic tokens or property. By using the Platform, Interface or accessing Content, you acknowledge these inherent risks.

While the Platform, from time to time at its own discretion, may request security audits of the Neutronium Platform Products, these audits are for informational purposes only. You understand that they are just the security analysis performed by one entity or individual and are not to be relied upon. They are not meant to guarantee or otherwise represent full security of the system.

4.6. Volatility of Cryptocurrency

You understand that Ethereum and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that the Platform, or any related entity or person cannot be held liable for such fluctuations or increased costs.

4.7. Application Security

You acknowledge that the Platform and the Neutronium Platform Products and Tokens are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others later provided by Platform in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Platform, Neutronium Platform Products or accessing Content. You further acknowledge that while the Platform may engage security audits from time to time, these audits are for informational purposes only. They are not meant to guarantee or otherwise represent full security of the applications.

4.8. Website Accuracy

Although it is intended to provide accurate and timely information on the Interface and other tools making up the Platform, the Neutronium Platform Products (including, without limitation, the Content) or relevant tools may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Neutronium Platform Products or relevant tools are your sole responsibility and the Platform shall have no liability for such decisions. Links to third-party materials (including without limitation websites) and discussions on social media platforms such as Twitter and Discord may be provided as a convenience but are not controlled by any entity. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Neutronium Platform Products or available via other relevant tools.

4.9. Technical Knowledge

Any use or interaction with the Platform and Neutronium Platform Products requires a comprehensive understanding of cryptocurrency systems in order to appreciate inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills.

5. Indemnity

You agree to release and to indemnify, defend and hold harmless Neutronium Platform and any related entities, as well as the officers, directors, employees, contractors, contributors, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees, fees or penalties imposed by any regulatory authority and court costs) claims or actions of any kind whatsoever arising or resulting from your use of  Products, your violation of these Terms of Use, your violation of any law, rule, or regulation, or the rights of any third party, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. Neutronium AI reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Neutronium AI in the defence of such matter.

5.1. Additional Clauses in ‘Special Measures’ Pertaining to Indemnity

Additionally in the event of Neutronium Platform entering into status termed as ‘Special Measures’ in order to mitigate platform losses, Neutronium AI reserves the right to withhold all assets deposited on any platform products for a time duration period of up-to 24 months in addition to the stated term times as agreed upon on website interface interaction. This means that Neutronium AI and any controlling entities or associated personnel with jurisdiction have complete control over assets for the additional duration of the lockup period in which to hold assets in a managed strategy fund with the intentions of stemming losses and attaining denominated yields.

6. Limitation on Liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE PLATFORM NOR ANY RELATED ENTITIES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF THE PLATFORM OR RELATED ENTITIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITE OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOU FURTHER UNDERSTAND THAT THE PLATFORM WAS INITIALLY DEVELOPED BY A SET OF FOUNDERS AND THEN BY A COMMUNITY OF DAO CONTRIBUTORS AND CONTRACTORS. WHILE THOSE INDIVIDUALS MAY HAVE BEEN INVOLVED IN THE NEUTRONIUM PLATFORM PRODUCTS, TO THE EXTENT ANY LIABILITY IS PERMITTED BY LAW, YOU AGREE THAT YOU WILL SEEK ONLY DAMAGES FROM BUTTERFLY LABS AND THAT YOU RELEASE ALL INDIVIDUALS IN THEIR PERSONAL CAPACITY.

7. Proprietary Rights

All title, ownership and intellectual property rights in and to the Interface and the Platform are owned by the Platform, related entities or their licensors. You acknowledge and agree that the Platform, Neutronium Platform Products and Content contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by a relevant entity, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Platform, Neutronium Platform Products and Content, in whole or in part.

8. Links

The Service provides, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because none of the Platform have control over such sites, applications and resources, you acknowledge and agree that Platform or any related entity is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Platform or any related entity shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9. Termination and Suspension

The Platform may terminate or suspend access to the Interface immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms. Upon termination of your access, your right to use the Interface will immediately cease. The following provisions of the Terms survive any termination of these Terms: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD-PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.

10. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.

11. Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide a written Notice to contact@neutronium.ai containing the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Service;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

12. Arbitration and Class Action Waiver

12.1. Initial Dispute Resolution

The parties agree shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating an arbitration.

12.2. Binding Arbitration

If we cannot resolve the dispute through good-faith negotiations, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at ConsumerRules.pdf) and you and the Platform hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 12.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 12.2 shall still apply. In any case, the remainder of this Agreement, will continue to apply.

13. Severability Clause

In case any provision in this Terms and Conditions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

---

UPDATED: April 04, 2024