# Terms & Conditions

*Last Updated: April 15, 2026*

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### 1. Introduction and Acceptance of Terms

**1.1** These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and City Protocol ("Protocol," "we," "us," or "our"), governing your access to and use of the City Protocol platform, including all associated smart contracts, software development kits (SDKs), application programming interfaces (APIs), modules, websites, and services (collectively, the "Services").

**1.2** By accessing, connecting a wallet to, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Services.

**1.3** City Protocol reserves the right to modify, amend, or update these Terms at any time at its sole discretion. Material changes will be communicated through the Protocol's official channels. Your continued use of the Services following any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

**1.4** These Terms supplement and incorporate by reference any additional guidelines, policies, or documentation published by City Protocol, including but not limited to privacy policies, risk disclosures, and module-specific documentation.

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### 2. Definitions

For the purposes of these Terms, the following definitions apply:

**2.1 "Assets Under Management" (AUM):** The total market value of digital assets held within a vault or managed through the Protocol on behalf of depositors.

**2.2 "Attention Layer":** The component of the Services comprising the Reward Module, Viral City, and City ID, focused on user acquisition, engagement tracking, and mindshare measurement.

**2.3 "Capital Layer":** The component of the Services comprising the Neofinance-as-a-Service (NaaS) infrastructure, including the Vault, Yield, Swap, On/Off Ramp, Payment, Lending/Borrowing, and KYC/AML Modules.

**2.4 "City ID":** The reputation and identity layer used by City Protocol to measure a user's contribution to the network's mindshare, based on historical interactions, User-Generated Content (UGC) quality, and engagement scores.

**2.5 "Cooldown Period":** A configurable vesting period during which a user's withdrawn assets are locked in an aging pool before they can be claimed.

**2.6 "Curator":** The entity responsible for managing strategy allocation, validating valuation proposals, and executing deposit and withdrawal settlements within a vault.

**2.7 "Net Asset Value" (NAV):** The total value of a vault's assets minus its liabilities, used to determine the price per share at the time of settlement.

**2.8 "Neofinance-as-a-Service" (NaaS):** The modular infrastructure layer provided by City Protocol enabling projects, founders, and communities to integrate neobanking features including vault management, yield generation, token swaps, fiat on/off ramps, payment processing, lending/borrowing, and KYC/AML compliance.

**2.9 "Pending Silo":** A utility smart contract deployed at vault creation to hold assets or shares awaiting settlement.

**2.10 "Smart Contracts":** Self-executing code deployed on EVM-compatible blockchains that govern the operation of vaults, fee distribution, and other Protocol functions.

**2.11 "Valuation Provider":** The independent third-party entity responsible for proposing NAV inputs used to set the settlement price per share in a vault.

**2.12 "Vault":** A smart contract-based structure for pooling digital assets and executing investment strategies with asynchronous subscriptions and redemptions, powered by ERC-4626 compatible standards.

**2.13 "Viral City":** The user-facing interface of the Reward Module, consisting of the Mindshare Arena and Reward Hub.

***

### 3. Eligibility and Access

**3.1** You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is higher, to access and use the Services.

**3.2** By using the Services, you represent and warrant that: (a) you have the legal capacity to enter into these Terms; (b) you are not located in, a resident of, or a citizen of any jurisdiction where the use of blockchain-based financial services is prohibited or restricted by applicable law; (c) you are not listed on any government sanctions list, including but not limited to the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the European Union sanctions lists, or the United Nations Security Council sanctions lists; and (d) you will not use the Services for any unlawful purpose.

**3.3** Certain vaults or features may be subject to additional access restrictions, including but not limited to KYC (Know Your Customer) and KYB (Know Your Business) verification requirements administered through the Whitelist Manager role. You agree to provide accurate and complete information as required for any such verification and to maintain the accuracy of such information.

**3.4** City Protocol reserves the right to restrict, suspend, or terminate your access to any or all Services at any time, without prior notice, if the Protocol reasonably determines that you have violated these Terms, that your continued access poses a regulatory or security risk, or as required by applicable law.

***

### 4. Description of Services

#### 4.1 General

City Protocol provides an institutional-grade neofinance infrastructure protocol enabling founders, asset managers, and developers to launch, operate, and distribute tokenized investment strategies and reward campaigns. The Services operate on a non-custodial, modular, and open-access basis across EVM-compatible blockchains, with a primary focus on the Base ecosystem.

#### 4.2 Attention as a Service (Reward Module)

**4.2.1** The Reward Module connects the Attention Layer to the Capital Layer, transforming social media engagement into measurable, on-chain value. It serves as an interoperable distribution layer extending beyond the Protocol itself.

**4.2.2** Viral City comprises: (a) the **Mindshare Arena**, an information market that tracks project mindshare via heatmaps and leaderboards; and (b) the **Reward Hub**, a UGC incentive platform where users can follow, post, and engage with campaigns to earn token bonuses.

**4.2.3** City ID functions as a reputation and identity layer. Users are ranked based on historical interactions, UGC quality, and engagement scores. City ID is used to ensure fair reward distribution and to prevent Sybil attacks. City Protocol makes no guarantee regarding the accuracy of City ID scores and reserves the right to adjust ranking algorithms at any time.

#### 4.3 Neofinance-as-a-Service (NaaS)

**4.3.1 Vault Module:** The vault infrastructure is the core of the NaaS layer, supporting asynchronous deposit and redemption flows, NAV-based settlement, role-based permissions, and configurable fee logic. Vault types include Core Strategy Vaults, MultiVaults, and Yield-Bearing Stable Vaults.

**4.3.2 Yield Module:** The execution layer for capital deployment across DeFi strategies, integrating with third-party yield providers. Yield generation mechanisms include DeFi liquidity incentives, protocol native incentives, and restaking rewards.

**4.3.3 Swap Module:** Aggregates liquidity from decentralized exchanges and bridge protocols to enable seamless asset conversion within the Protocol ecosystem.

**4.3.4 On/Off Ramp Module:** Bridges traditional fiat economies and the Protocol ecosystem through aggregated fiat gateway integrations, supporting credit cards, debit cards, bank transfers, and localized payment methods.

**4.3.5 Payment Module:** Provides crypto and fiat payment rails for transactional commerce, including merchant settlements, point-of-sale integrations, and cross-border transfers. This module includes AI-native payment capabilities through third-party integration.

**4.3.6 Lending and Borrowing Module:** Aggregates access to decentralized lending protocols, enabling over-collateralized lending, institutional credit delegation, and Bitcoin-native yield facilities.

**4.3.7 KYC/AML Module:** Provides identity verification and regulatory screening capabilities through integration with third-party compliance providers.

***

### 5. Non-Custodial Nature of the Protocol

**5.1** City Protocol is entirely non-custodial. All digital assets deposited into the Protocol are held in smart contracts governed by explicit, audited risk parameters. At no point does City Protocol, its affiliates, officers, employees, or agents take custody, possession, or control of user funds.

**5.2** No single entity, including City Protocol itself, can unilaterally access, transfer, or move user funds. Users retain sole control over their digital assets at all times, subject to the operational mechanics of the smart contracts (including but not limited to cooldown periods, settlement cycles, and vault-specific rules).

**5.3** You acknowledge and agree that the non-custodial nature of the Protocol means that City Protocol cannot reverse, cancel, or modify any on-chain transaction once executed through the smart contracts, except as explicitly provided for in the vault architecture (e.g., cancellation of deposit requests prior to settlement).

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### 6. Vault Operations and Settlement

#### 6.1 Asynchronous Settlement

Deposits and redemptions are processed asynchronously. Users submit requests that are queued and settled at a defined valuation point determined by the Curator in coordination with the Valuation Provider. The batching mechanism ensures consistent pricing within each settlement cycle.

#### 6.2 Deposit Flow

Users signal deposit intent by calling the appropriate function. Assets are transferred to the Pending Silo. Upon NAV proposal and Curator approval, queued deposit requests are processed, and vault shares are minted. Users must then claim their shares. Deposit requests may be canceled prior to settlement, subject to vault-specific configuration.

#### 6.3 Redemption Flow

Users signal redemption intent by calling the appropriate function. Shares are transferred to the Pending Silo. **Redemption requests cannot be canceled once submitted.** This restriction is designed to protect vault integrity by preventing curators from being forced to unwind positions without a valid cause. Following the NAV proposal and the Curator settlement, users must initiate their own claim transactions; Curators cannot claim on their behalf for redemptions.

#### 6.4 Cooldown Mechanism

Certain vaults may enforce a Cooldown Period during which withdrawn assets are locked in an aging pool before they can be claimed. Users acknowledge that the Cooldown Period is designed to protect against sudden liquidity events and agree to be bound by the applicable cooldown durations for each vault.

#### 6.5 Valuation and Pricing

Vault shares are priced based on the NAV submitted by an independent Valuation Provider and approved by the Curator at the time of settlement. City Protocol does not guarantee the accuracy or timeliness of NAV calculations and is not liable for pricing errors attributable to third-party Valuation Providers.

***

### 7. Roles and Permissions

**7.1** City Protocol vaults operate under a role-based permission structure consisting of: (a) **Vault Admin**, responsible for configuration and safety controls; (b) **Vault Curator**, responsible for strategy allocation and settlement execution; (c) **Valuation Provider**, responsible for proposing NAV inputs; and (d) **Whitelist Manager**, responsible for maintaining depositor access lists.

**7.2** These roles are strictly separated to reduce operational risk. The Vault Admin does not execute strategies; the Curator's actions are bounded by the vault's configuration, permissions, and limits. No single role has unrestricted authority over vault operations.

**7.3** You acknowledge that the performance and conduct of Curators, Valuation Providers, and other role-holders are outside the direct control of City Protocol. While the Protocol enforces role separation through smart contract logic, it does not guarantee the competence, judgment, or integrity of any individual or entity occupying a vault role.

***

### 8. Fees

#### 8.1 Fee Structure

City Protocol implements a transparent, on-chain fee structure. All fee parameters are encoded directly in the vault's smart contract and are visible to any user prior to deposit. The fee types are as follows:

**(a) Management Fee:** Charged on total AUM, accruing continuously over time, collected at each settlement.

**(b) Performance Fee:** Charged on new profits above the high-water mark, collected at each settlement.

**(c) Entry and Exit Fee:** Charged on new deposit and withdrawal requests, collected at each settlement.

**(d) Protocol Fee:** Charged on vault fees collected, capped at thirty percent (30%), collected at each settlement.

#### 8.2 Fee Distribution

Fees are distributed as vault shares, not underlying assets. At each settlement, the vault mints new shares representing the fees owed, which are sent to the designated fee receiver address configured at vault creation. The fee receiver participates in the vault's subsequent performance from the moment fees are collected.

#### 8.3 Fee Modifications

Vault-specific fee parameters may be modified by the Vault Admin, subject to the governance constraints of each vault. City Protocol will endeavor to provide notice of any Protocol Fee changes, but is not obligated to do so. Your continued use of a vault after fee modifications constitutes acceptance of the new fee terms.

***

### 9. Third-Party Integrations and Partners

**9.1** The Services aggregate and integrate with numerous third-party protocols, platforms, and service providers, including but not limited to: yield providers (Gauntlet, Steakhouse, Ground, Turtle, Superstate), decentralized exchanges (PancakeSwap, Aerodrome, Uniswap), bridge protocols (Li.Fi), fiat gateways (Moonpay, Transak, Ramp, Mercuryo, Alchemy Pay), payment platforms (Cryptomus, Allscale, Gnosis Pay, Helio, Zerohash, Metacomp, Interlace, StraitsX), lending protocols (AAVE, Compound, Morpho, Ledn, Maple, Sats Terminal), vault infrastructure partners (Accountable, Lagoon Finance, Veda, Mellow, Fusion by IPOR, Upshift, Midas), KYC/AML providers (Persona, Veriff, Comply Advantage, Onfido, Jumio, Trulioo), and AI-native payment solutions (OpenClaw).

**9.2** City Protocol does not own, operate, or control these third-party services and is not responsible for their availability, performance, security, or regulatory compliance. Your use of third-party services through the Protocol may be subject to additional terms and conditions imposed by those providers.

**9.3** City Protocol makes no representations or warranties regarding the solvency, security, or reliability of any third-party protocol or service. You acknowledge and accept the risks inherent in interacting with third-party decentralized protocols, including but not limited to smart contract vulnerabilities, liquidity risks, and counterparty risks.

***

### 10. Developer SDK and API Usage

**10.1** City Protocol provides the `@cityprotocol/core` TypeScript SDK and associated APIs for developers to interact with the Protocol's smart contracts. Developers who integrate the SDK agree to use it in accordance with these Terms and any applicable technical documentation.

**10.2** Developers are solely responsible for: (a) the security and integrity of applications built using the SDK; (b) ensuring that their applications comply with all applicable laws and regulations in the jurisdictions where they operate; (c) properly implementing KYC/AML requirements where applicable; and (d) providing accurate disclosures to their end users regarding the nature and risks of the services offered.

**10.3** City Protocol provides the SDK on an "as is" and "as available" basis and does not guarantee uninterrupted or error-free operation. City Protocol is not liable for any losses, damages, or liabilities arising from bugs, vulnerabilities, or misuse of the SDK by third-party developers.

**10.4** City Protocol reserves the right to modify, deprecate, or discontinue any SDK functions, API endpoints, or subgraph queries at any time, with or without notice.

***

### 11. AI-Native Services

**11.1** Certain features of the Services include AI-native payment capabilities, including integration with the x402 payment standard for agent-native transactions, AI sub-accounts for autonomous spending, and API tools for AI-driven payment logic.

**11.2** You acknowledge that AI agent interactions involve unique risks, including but not limited to unauthorized transactions, budget overruns, and unintended autonomous actions. You are solely responsible for configuring appropriate spending limits and security parameters for any AI sub-accounts provisioned through the Services.

**11.3** City Protocol is not liable for any losses arising from the actions or inactions of AI agents operating on your behalf within the Protocol ecosystem.

***

### 12. Chain Abstraction and Cross-Chain Operations

**12.1** City Protocol implements native chain abstraction, enabling users to deposit assets from any supported EVM-compatible network and receive vault shares. Strategy execution may occur on a different chain than the chain of deposit.

**12.2** Cross-chain operations rely on secure cross-chain messaging protocols. You acknowledge that cross-chain transactions carry inherent risks, including but not limited to bridge exploits, message relay failures, finality delays, and network congestion.

**12.3** City Protocol does not guarantee the successful completion of any cross-chain transaction and is not liable for losses resulting from cross-chain infrastructure failures, regardless of whether such failures arise from the Protocol's own infrastructure or from third-party bridge or messaging protocols.

***

### 13. Risk Disclosures

#### 13.1 General Risks

You acknowledge and accept the following risks associated with using the Services:

**(a) Smart Contract Risk:** Despite rigorous testing and independent audits, smart contracts may contain undiscovered vulnerabilities that could result in the partial or total loss of deposited assets.

**(b) Market Risk:** The value of digital assets is highly volatile. Vault strategies may incur losses due to market conditions, and past performance does not guarantee future returns.

**(c) Liquidity Risk:** Certain vaults or strategies may experience periods of reduced liquidity, potentially affecting your ability to redeem shares or withdraw assets in a timely manner.

**(d) Regulatory Risk:** The regulatory landscape for digital assets and decentralized finance is evolving. Changes in law or regulation in any jurisdiction may adversely affect the availability or legality of the Services.

**(e) Protocol Risk:** Third-party protocols integrated into the Services may experience exploits, governance attacks, or insolvency, which may result in losses to vault depositors.

**(f) Valuation Risk:** NAV calculations are dependent on third-party Valuation Providers and may be subject to errors, manipulation, or delays.

**(g) Technology Risk:** Blockchain networks may experience congestion, forks, or outages that could affect the operation of the Services.

#### 13.2 No Guarantee of Returns

City Protocol does not guarantee any specific rate of return, yield, or performance for any vault, strategy, or service. All yield-related figures presented through the Services are estimates and may not reflect actual outcomes.

#### 13.3 No Financial Advice

Nothing in the Services, documentation, or communications from City Protocol constitutes financial, investment, tax, or legal advice. You are solely responsible for evaluating the merits and risks of any transaction and should consult qualified professionals before making investment decisions.

***

### 14. Security

**14.1** City Protocol implements institutional-grade security measures, including but not limited to: separation of duties across vault roles; independent NAV computation by third-party providers; Multi-Party Computation (MPC) or Safe multisig wallet requirements for operational execution; and immutable on-chain reporting of all material vault events.

**14.2** All smart contracts undergo rigorous testing and independent audits by leading security firms. However, no audit can guarantee the absence of all vulnerabilities, and City Protocol does not warrant that the smart contracts are free of defects.

**14.3** You are solely responsible for the security of your wallet, private keys, seed phrases, and any credentials used to access the Services. City Protocol is not liable for any unauthorized access to your wallet or any losses resulting from compromised credentials.

***

### 15. Intellectual Property

**15.1** All intellectual property rights in and to the Services, including but not limited to the Protocol's smart contracts, SDK, APIs, documentation, trademarks, logos, user interfaces, and content, are and shall remain the exclusive property of City Protocol or its licensors.

**15.2** Subject to your compliance with these Terms, City Protocol grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. This license does not include the right to modify, distribute, sell, or create derivative works of any Protocol intellectual property, except as expressly permitted through the SDK for the purpose of integrating the Services.

**15.3** You may not use the City Protocol name, logo, or trademarks without prior written consent from City Protocol.

***

### 16. User Conduct

**16.1** You agree not to: (a) use the Services in violation of any applicable law, regulation, or these Terms; (b) engage in market manipulation, wash trading, or any form of deceptive activity; (c) attempt to exploit, hack, or reverse-engineer any smart contract, SDK, or Protocol infrastructure; (d) use the Services to launder money, finance terrorism, or engage in any other illicit activity; (e) circumvent or attempt to circumvent any access controls, including KYC/KYB requirements; (f) create multiple accounts or identities to manipulate City ID scores, reward distributions, or mindshare rankings (Sybil attacks); or (g) interfere with or disrupt the operation of the Services or any connected network.

**16.2** Violation of this Section may result in immediate termination of your access, forfeiture of any pending rewards, and referral to relevant law enforcement authorities.

***

### 17. User-Generated Content

**17.1** By submitting, posting, or creating any content through the Services (including through Viral City campaigns and the Reward Hub), you grant City Protocol a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, display, and create derivative works of such content for the purposes of operating, promoting, and improving the Services.

**17.2** You represent and warrant that any content you submit: (a) is original to you or that you have the necessary rights and permissions to share it; (b) does not infringe upon the intellectual property rights of any third party; and (c) does not contain any unlawful, defamatory, harassing, or otherwise objectionable material.

**17.3** City Protocol reserves the right to remove or restrict any user-generated content that violates these Terms or is otherwise deemed inappropriate, at its sole discretion.

***

### 18. Privacy and Data

**18.1** City Protocol respects your privacy. On-chain transactions are publicly visible on the blockchain by their nature. City Protocol does not store Personally Identifiable Information (PII) on-chain.

**18.2** Where KYC/AML verification is required, such data is processed by third-party compliance providers in accordance with their respective privacy policies. The KYC status of a user is linked to their wallet address via the Whitelist Manager role, but underlying PII is not exposed on-chain.

**18.3** City Protocol may collect and process certain non-personally identifiable data, including wallet addresses, transaction data, and usage analytics, to improve the Services. Such data handling is governed by the City Protocol Privacy Policy, which is incorporated by reference into these Terms.

***

### 19. Limitation of Liability

**19.1** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CITY PROTOCOL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF CITY PROTOCOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**19.2** IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CITY PROTOCOL FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CITY PROTOCOL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD $100), WHICHEVER IS GREATER.

**19.3** The limitations set forth in this Section shall apply regardless of the form of action and whether or not City Protocol had any knowledge or reason to know of the possibility of such damages.

***

### 20. Disclaimers

**20.1** THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

**20.2** CITY PROTOCOL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CITY PROTOCOL DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING NAV CALCULATIONS, YIELD ESTIMATES, AND MINDSHARE METRICS.

**20.3** CITY PROTOCOL MAKES NO REPRESENTATIONS REGARDING THE REGULATORY STATUS OF THE SERVICES, VAULT SHARES, OR ANY DIGITAL ASSETS IN ANY JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW.

***

### 21. Indemnification

You agree to indemnify, defend, and hold harmless City Protocol, its affiliates, officers, directors, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of or access to the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any third-party rights, including intellectual property rights; or (e) any content you submit through the Services.

***

### 22. Dispute Resolution

**22.1** Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.

**22.2** If the dispute cannot be resolved through negotiation, it shall be finally settled by binding arbitration administered in accordance with the rules of a mutually agreed-upon international arbitration institution. The arbitration shall be conducted in the English language, and the arbitral award shall be final and binding on both parties.

**22.3** You agree that any dispute resolution proceedings shall be conducted on an individual basis and not as part of any class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

**22.4** Notwithstanding the foregoing, City Protocol reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

***

### 23. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which City Protocol is incorporated, without regard to its conflict of laws principles. You consent to the exclusive jurisdiction and venue of the courts in that jurisdiction for any actions not subject to arbitration.

***

### 24. Force Majeure

City Protocol shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: blockchain network congestion or outages, smart contract exploits affecting third-party protocols, natural disasters, acts of war or terrorism, government actions or sanctions, pandemic, internet or telecommunications failures, or any other events that are unforeseeable and beyond reasonable control.

***

### 25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

***

### 26. Entire Agreement

These Terms, together with any policies, guidelines, or documentation incorporated by reference, constitute the entire agreement between you and City Protocol regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

***

### 27. Waiver

The failure of City Protocol 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 only be effective if made in writing and signed by an authorized representative of City Protocol.

***

### 28. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of City Protocol. City Protocol may freely assign these Terms without restriction.

***

### 29. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us through our official communication channels as published on the City Protocol website and documentation.

***

*By using the City Protocol Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.*

***

**City Protocol — Building the Foundational Infrastructure for the Attention-Capital Flywheel.**


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