Terms of Service

1. Definitions

In these Terms:

• "Priime", "we", "us", or "our" means Priime Labs Ltd., an exempted company organized under the Cayman Islands, with a registered office at George Town, Grand Cayman, Cayman Islands.
• "Apps" or "Interfaces" means the web and application interfaces operated by Priime, including priime.finance and liquidity.priime.finance, that let you read information from, and submit transactions to, the Priime Contracts using your own wallet.
• "Priime Contracts" means the self-executing smart contracts that implement the Strategies and to which you may commit Digital Assets through the Apps. The Priime Contracts execute pre-defined, rules-based logic and are not operated on a discretionary basis.
• "Strategy" means an automated, rules-based strategy made available through the Apps, including Priime Pools and Priime Loop.
• "Distributed Operators" means the independent operators that each re-execute the same pre-defined Strategy logic on the same inputs using verifiable compute and cryptographically sign the result, such that a Priime Contract accepts and settles a state transition only when a required number of operators (a "quorum") produces identical signed results. Distributed Operators can only trigger state transitions that a Priime Contract is pre-programmed to allow, and cannot redirect Digital Assets to Priime or to any arbitrary third party.
• "Digital Assets" means cryptographic tokens, coins, stablecoins, and other blockchain-based assets.
• "Services" means the Apps and the related software, content, and functionality Priime makes available, together with these Terms.
• "User" or "you" means any person or entity that accesses or uses the Services.

2. Acceptance of these Terms

By accessing or using the Services, clicking to accept these Terms, connecting a wallet, or otherwise interacting with the software, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the documents incorporated by reference, including the Privacy Policy at https://priime.finance/privacy and the Disclaimers at https://priime.finance/disclaimers. If you do not agree, you must not access or use the Services.

These Terms incorporate by reference the additional documents referenced above. Where there is a conflict between these Terms and any incorporated document, these Terms govern unless that document expressly states otherwise. Your acceptance is recorded with the version and timestamp of the Terms in force at the time.

3. Precontractual Information and Key Disclosures

Before you use the Services, you should understand the following, which are explained in full in the Sections that follow:

• Priime provides software and technology only. Priime designs and makes available automation software that lets you interact, through your own self-custodial wallet, with permissionless smart contracts that execute pre-defined Strategy logic.
• Priime is non-custodial. Priime does not hold your private keys and cannot redirect your Digital Assets to itself or to any arbitrary third party. The control limits of the operator-signed execution model are described in Sections 5 and 6.
• Priime is not a financial institution. Priime does not act as, and does not believe its software-provision role requires it to register or be authorized as, an investment adviser, financial adviser, broker, dealer, exchange, fund, pooled investment vehicle, collective investment scheme, money services business, money transmitter, e-money issuer, custodian, or virtual asset service provider.
• Using the Services involves substantial risk, including the risk of total loss. Marketing statements, including any figure for annual percentage yield (APY) and descriptions such as "delta-neutral", "no impermanent loss", "no liquidation in reach", "monitored every block", and "redeemable any time", describe how the software is designed to attempt to operate. They are not promises, guarantees, or predictions. They are qualified in Section 6, and you should not rely on them.
• The Services are not offered to any person in, or any citizen, resident, or entity of, a Restricted Territory, or to any sanctioned or prohibited person (Section 11).

4. The Priime Software and Smart Contracts

The Priime Contracts are self-executing smart contracts deployed on public blockchain networks. They execute pre-defined, rules-based Strategy logic. All transactions are processed automatically by these smart contracts; at no time does Priime custody or control your Digital Assets, and there is no manual intervention by Priime in, or refund by Priime of, any transaction.

Blockchain entries are permanent and, once confirmed, transactions ordinarily cannot be undone by you, by Priime, or by anyone. The software underlying the blockchain networks on which the Priime Contracts are deployed is open source, which means others may use, fork, copy, or build on it. Priime does not control those networks and is not responsible for their operation.

Certain administrative functions of the Priime Contracts, such as upgrades, parameter changes, and pausing, are designed to be controlled by a multi-signature wallet subject to a timelock, so that changes are visible before they take effect. A description of the current upgrade, pause, and administrative authority is published at https://priime.finance/docs. Where a privileged role can pause or delay a function, that limitation is disclosed there and qualifies any statement about uninterrupted availability or instant exit.

5. The Services

The Services Priime provides are limited to making the Apps available so that you can read information from, and submit your own signed transactions to, the Priime Contracts. Priime does not take possession, custody, or control of any Digital Assets, is not a party to any transaction you enter into on a blockchain network, and is not a counterparty to, intermediary in, or guarantor of any Strategy.

Execution of a Strategy is automated by the Distributed Operators using verifiable compute, as defined in Section 1. The operators execute pre-defined logic and do not exercise investment discretion over your Digital Assets, and cannot redirect your Digital Assets to Priime or to an arbitrary third party. A description of Priime's relationship to the Distributed Operators, including how they are selected, configured, and compensated, is published at https://priime.finance/docs. The timing and completion of any automated action depends on operator and network availability and is not guaranteed.

Redemptions and exits are initiated by you through your wallet and are settled by the Priime Contracts. Depending on the Strategy, a redemption may be processed through a queue, in slices, or subject to available on-chain liquidity, operator quorum, and prevailing market conditions. The current redemption mechanics, including any user-callable exit path, are described at https://priime.finance/docs.

6. Assumption of Risk and Reconciliation of Marketing Statements

6.1 Assumption of Risk. You understand and agree that using the Services involves significant risk and that you may lose some or all of the value of your Digital Assets. You assume all such risks. Only commit assets you can afford to lose entirely. These risks include, without limitation: smart-contract vulnerabilities and bugs; market and price volatility; the risks of leverage, including liquidation and total loss; impermanent loss; stablecoin depeg; oracle failure or manipulation; bridge and cross-chain messaging failure; network congestion, forks, and reorganizations; operator or quorum unavailability; third-party protocol failure; and changes in law, regulation, or policy.

6.2 Reconciliation of Marketing Statements. You acknowledge and agree to the following, which govern, as between you and Priime, over any contrary marketing statement appearing on any Priime surface:

• Any APY or yield figure is variable, illustrative, and historical or hypothetical. It is not a promise, forecast, or guarantee, and actual returns may be lower, zero, or negative.
• "Delta-neutral" describes an objective the Strategy targets, not a continuously achieved state. Residual directional exposure and changes in your equity can occur.
• "No impermanent loss" and "hedge away impermanent loss" mean the Strategy is designed to reduce impermanent loss net of hedging costs. Impermanent loss is offset, not eliminated, and residual loss can remain.
• "No liquidation in reach" means the Strategy is designed to attempt to deleverage before liquidation. Liquidation is not guaranteed against, and total loss is possible.
• "Monitored every block" and similar phrases describe best-efforts monitoring. No timely or successful protective action is promised, and protective actions depend on operator and network availability.
• "De-risks", "exits to stablecoin", and similar phrases describe attempted protective behavior that may fail or realize loss.
• "Redeemable any time" is subject to the redemption mechanics described in Section 5.
• "Self-custody", "your keys, your vault", and "non-custodial" mean your keys are yours and your Digital Assets cannot be redirected to Priime. They are qualified by the operator-driven action timing and the administrative controls described in Sections 4 and 5.
• "Verifiable", "auditable", and "open code" describe design properties. They are not an assurance that the software is free of vulnerabilities or that any particular third-party audit has been completed.

6.3 No Reliance. Information made available through the Services is general in nature, is not personalized to your circumstances, and should not be relied upon as the sole basis for any decision. You must do your own research and due diligence.

7. No Advice and No Fiduciary Relationship

Priime is not your broker, dealer, intermediary, agent, adviser, or custodian, and no provision of the Services creates any fiduciary, advisory, agency, partnership, or trustee relationship or obligation between you and Priime. Nothing made available through the Services constitutes financial, investment, trading, legal, tax, or accounting advice, or a recommendation, solicitation, or endorsement of any Digital Asset, Strategy, or transaction. Decisions you make through the Services are your own.

8. Regulatory Status and Positioning

Priime provides software and technology only. Priime does not intend to act as, does not hold itself out as, and does not believe its software-provision role requires it to register or be authorized as, an investment adviser, financial adviser, broker, dealer, broker-dealer, exchange, alternative trading system, trading venue, futures commission merchant, commodity pool operator, commodity trading advisor, fund, pooled investment vehicle, collective investment scheme, bank, money services business, money transmitter, money or value transfer service, electronic money or e-money issuer, custodian, qualified custodian, crypto-asset service provider, or virtual asset service provider, in any jurisdiction.

The regulatory characterization of the automated, operator-signed, non-custodial execution model described in these Terms is unsettled and has not been adjudicated. Nothing in these Terms is a representation that any particular characterization will be adopted by any authority. Priime describes the facts of how the software works; it does not assert a legal conclusion that binds any regulator.

No Token Offering. Priime does not currently offer, sell, or distribute any token, and nothing in the Services or on any Priime surface is an offer, solicitation, or recommendation to buy, sell, or hold any security, token, or financial instrument. If Priime, or an affiliated or successor entity, introduces a token in the future, any such token would be intended to support the use and governance of the Priime protocol; would not represent any equity, debt, deposit, or ownership interest in Priime, any share of profits, revenue, or fees, any dividend, distribution, or interest, or any right to capital or to proceeds on a liquidation; would not be offered as an investment; would carry no expectation of profit derived from the efforts of Priime or of any other person; and may have no monetary value. Any future token would be made available, if at all, only under separate terms and only where lawful. Nothing in these Terms is a commitment to issue any token.

9. Fees and Gas

You are responsible for all network transaction fees ("gas") and any costs of the third-party services, wallets, and protocols you use. Gas is paid to network validators, not to Priime, and Priime does not control it.

Any fees charged in connection with a Strategy, including any performance or management fee, are described at https://priime.finance/docs, together with how they are computed and whether they are deducted in the course of operator-executed transactions. Fees may change prospectively; the version in force is the one published at that location at the time of the relevant transaction.

10. Taxes

You are solely responsible for determining what, if any, taxes apply to your use of the Services and for reporting and remitting the correct tax to the appropriate authority. Priime is not responsible for determining, withholding, collecting, reporting, or remitting any tax arising from your activity, and does not provide tax advice.

11. Access, Eligibility, Prohibited Persons and Territories

11.1 Eligibility. You represent and warrant, each time you use the Services, that: (a) you are of legal age and have full legal capacity to enter into these Terms; (b) you are not a Prohibited Person and are not located, resident, organized, or incorporated in a Restricted Territory; (c) you are not subject to sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant authority, and you are not listed on any sanctions or prohibited-party list; (d) your use of the Services and of any Strategy you select is lawful where you are; and (e) you will not use a virtual private network, proxy, or other technique to disguise your location, identity, or eligibility.

11.2 Restricted Territories. The Services are not offered to, and may not be used by, any person who is located in, a citizen or resident of, or incorporated or with a registered office in a Restricted Territory, including but not limited to Cuba, Belarus, the Crimea, Donetsk, and Luhansk regions, Iran, North Korea, Russia, Syria, and any jurisdiction subject to comprehensive sanctions. The current list of Restricted Territories is maintained at https://priime.finance/disclaimers.

11.3 Restricted Strategies. Certain Strategies, including leveraged Strategies such as Priime Loop, are not offered to certain user classes or in certain jurisdictions. The current restrictions are maintained at https://priime.finance/disclaimers.

11.4 Eligibility Controls. Priime may apply controls to enforce this Section, including blocking access from Restricted Territories, screening wallet addresses against sanctions lists, and detecting circumvention. A description of the controls in place is published at https://priime.finance/disclaimers. These controls supplement, and do not replace, your own representations and obligations under this Section.

12. Prohibited Uses

You agree not to, and not to attempt to: use the Services for any unlawful purpose or in violation of these Terms or applicable law; use the Services where doing so would require Priime to obtain an authorization it has not obtained; engage in any market manipulation, fraud, or deceptive practice; infringe the rights of others; introduce malware or interfere with the Services; or engage in any attack, hack, denial-of-service, exploit, or interference with any App, Priime Contract, or network. Conduct that is technically permitted by a smart contract may nevertheless violate these Terms and applicable law.

13. Intellectual Property and License

The Apps, and the text, graphics, logos, and design Priime makes available, are owned by Priime or its licensors and are protected by intellectual property laws. Portions of the software are open source and are governed by their respective licenses. Subject to your compliance with these Terms, Priime grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Apps for their intended purpose. All rights not expressly granted are reserved. "Priime" and the Priime marks may not be used without prior written permission.

14. Third-Party Protocols, Chains, and Services

The Services rely on, and may route transactions through, third-party blockchain networks, decentralized protocols, bridges, oracles, lending venues, decentralized exchanges, and wallet providers that Priime does not own, operate, or control. Your use of any third-party service is at your own risk and may be governed by that party's own terms and privacy policy. Priime does not endorse, and is not responsible or liable for, the availability, security, accuracy, or conduct of any third party, and the inclusion of any third party in a Strategy is not a recommendation of it.

15. Disclaimers and Limitation of Liability

15.1 As Is. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRIIME DOES NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

15.2 No Liability for Certain Matters. To the maximum extent permitted by law, Priime and its affiliates, and their respective officers, directors, employees, contributors, and agents (the "Priime Parties") will not be liable for any loss or damage arising out of or relating to: user error, such as lost passwords, incorrectly constructed transactions, or mistyped addresses; the operation, failure, or unavailability of any blockchain, network, wallet, bridge, oracle, or third-party protocol, including forks, reorganizations, replay, double-spend, or sybil attacks; any change in the value of any Digital Asset; any change in law, regulation, or policy; events of force majeure; or the act or omission of any third party or any Distributed Operator.

15.3 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PRIIME PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR DIGITAL ASSETS, WHETHER OR NOT FORESEEABLE AND UNDER ANY THEORY OF LIABILITY.

15.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRIIME PARTIES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES, IF ANY, YOU PAID TO PRIIME FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) one hundred U.S. dollars (U.S. $100).

15.5 Carve-Outs. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct. This Section is intended to apply to the fullest extent permitted and regardless of whether any other provision of these Terms has been breached or has failed of its essential purpose.

16. Indemnification

You agree to indemnify, defend, and hold harmless the Priime Parties from and against any claim, demand, action, loss, liability, damage, cost, or expense, including reasonable attorneys' fees, arising out of or relating to: (a) your access to or use of the Services; (b) your breach or alleged breach of these Terms; (c) your violation of any law or the rights of any third party; or (d) any tax obligation arising from your activity. Priime may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate.

17. Modification, Suspension, and Discontinuation

Priime may modify, suspend, or discontinue any part of the Services, including any App or Strategy, at any time and without liability, for example to address a security issue, to comply with law, or for operational reasons. Because the Priime Contracts are deployed on public networks, your ability to interact with them directly may continue even if Priime discontinues an App; nothing in this Section is a representation that any such direct access will remain available, secure, or supported.

18. Term and Termination

These Terms apply while you access or use the Services. You may stop using the Services at any time. Priime may suspend or terminate your access to the Apps at any time, with or without notice, if Priime believes you have violated these Terms or applicable law, or to protect the Services or other users. The provisions that by their nature should survive termination, including Sections 6, 7, 8, 10, 13, 15, 16, and 23, survive.

19. No Right of Withdrawal

You acknowledge that transactions submitted through the Services are executed on public blockchain networks and are performed immediately. To the extent any cooling-off or withdrawal right would otherwise apply, you expressly waive it and consent to immediate performance of the Services.

20. Privacy

Priime's collection and use of personal data in connection with the Services is described in the Privacy Policy at https://priime.finance/privacy, which is incorporated into these Terms by reference. Blockchain networks are public; transactions and wallet addresses are visible to anyone, and on-chain data is generally permanent and cannot be deleted.

21. Changes to these Terms

Priime may update these Terms from time to time. When Priime does, it will revise the effective date and, where appropriate, provide additional notice. Changes are effective when posted. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Services.

22. General Provisions

Entire Agreement. These Terms, together with the documents incorporated by reference, are the entire agreement between you and Priime regarding the Services and supersede any prior agreement on that subject.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.

No Waiver. Priime's failure to enforce any provision is not a waiver of its right to do so later.

Assignment. You may not assign or transfer these Terms without Priime's prior written consent. Priime may assign these Terms without restriction.

Force Majeure. Priime is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.

Notices. Priime may provide notices through the Services or by other reasonable means. You may contact Priime as set out in Section 24.

Language. These Terms are drafted in English, and English is the controlling language of any translation.

No Third-Party Beneficiaries. Except for the Priime Parties, these Terms do not create any third-party beneficiary rights.

23. Governing Law and Dispute Resolution

23.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Cayman Islands, without regard to conflict-of-laws principles, and subject to any mandatory consumer-protection rights you have where you are resident.

23.2 Informal Resolution. Before commencing any proceeding, you agree to first contact Priime at legal@priime.finance and attempt in good faith to resolve the dispute informally for at least sixty (60) days.

23.3 Arbitration. If the dispute is not resolved informally, it will be finally settled by binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration, by a single arbitrator, seated in George Town, Cayman Islands, conducted in English. The arbitrator decides arbitrability. Judgment on the award may be entered in any court of competent jurisdiction. This Section does not prevent either party from seeking interim or injunctive relief from a court.

23.4 Class Action and Jury Waiver. To the maximum extent permitted by law, disputes will be resolved only on an individual basis, and you and Priime waive any right to participate in a class, collective, or representative action and any right to a jury trial. Where applicable law gives you non-waivable class or collective rights as a consumer, this waiver does not apply to those rights.

23.5 Time to Bring a Claim. To the extent permitted by law, any claim must be brought within one (1) year after the cause of action arises, or it is permanently barred.

24. Contact

If you have questions about these Terms or the Services, contact:

Priime Labs Ltd.
Attention: Legal
George Town, Grand Cayman, Cayman Islands
Email: legal@priime.finance

These Terms are effective as of June 6, 2026.