Terms of Service (Draft)

Last updated: [DATE — set at launch]

⚠️ DRAFT — pending counsel review. Entity details are placeholders ([FOOM ENTITY]). Do not publish until the operating entity, governing law, and arbitration forum are finalized.

These Terms of Service ("Terms") are a legally binding agreement between you ("you," "your," or "User") and [FOOM ENTITY], Inc. ("FOOM," "we," "us," or "our"), the operator of the FOOM Trade application, the foom.trade website, and associated tools and services (collectively, the "Services").

PLEASE READ CAREFULLY. THESE TERMS INCLUDE: (1) A BINDING ARBITRATION AGREEMENT; (2) A CLASS ACTION WAIVER; (3) A JURY TRIAL WAIVER; (4) IMPORTANT DISCLAIMERS ABOUT THE RISKS OF DIGITAL ASSETS; AND (5) LIMITATIONS ON OUR LIABILITY. BY ACCESSING OR USING THE SERVICES YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. What FOOM Is (and Is Not)

1.1. FOOM Trade is a software interface that enables you to view market data and interact with third-party decentralized blockchain protocols using a self-custodial wallet.

1.2. FOOM is not an exchange, broker-dealer, financial institution, money services business, money transmitter, custodian, investment adviser, commodity trading advisor, or fiduciary. FOOM does not execute, route, clear, settle, or match orders; all transactions you initiate are executed by third-party decentralized protocols and recorded on public blockchains that we do not own or control.

1.3. FOOM does not offer, sell, or issue any digital asset, and nothing in the Services constitutes investment, legal, tax, or financial advice, or a solicitation or recommendation to buy or sell any asset. Content in the Services (including prices, charts, leaderboards, social feeds, and other users' activity) is provided for informational purposes only.

1.4. These Terms impose no fiduciary duties on FOOM. To the extent any such duties exist at law or in equity, you irrevocably disclaim and waive them to the fullest extent permitted by law. Nothing in these Terms constitutes a waiver that would be impermissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other non-waivable provision of applicable law.

2. Eligibility

2.1. You must be at least 18 years old (or the age of legal majority in your jurisdiction, whichever is higher) and have full legal capacity to enter into these Terms.

2.2. You may not use the Services if you are: (a) located in, incorporated in, a resident of, or operating from any jurisdiction where use of the Services would be unlawful, or any jurisdiction we designate as restricted (a "Restricted Jurisdiction"), including without limitation jurisdictions subject to comprehensive sanctions administered by OFAC, the UN, the EU, or the UK; (b) a person named on any sanctions or restricted-party list (including the OFAC SDN list); or (c) owned or controlled by, or acting on behalf of, any such person.

2.3. Certain features are unavailable in certain jurisdictions. Without limitation, perpetual futures, other derivatives, and tokenized-equity products (if offered) are not available to U.S. Persons or in other jurisdictions where they would be unlawful. We may geo-restrict any feature at any time.

2.4. You may not use a VPN, proxy, or any other method to circumvent geographic or jurisdiction-based restrictions. Doing so is a material breach of these Terms.

2.5. We reserve the right (but assume no obligation to you) to require identity verification (KYC), conduct sanctions and wallet screening, and refuse, restrict, or terminate access at our discretion, including as required for legal compliance.

3. Self-Custodial Wallets and Keys

3.1. The Services support self-custodial wallets, including embedded wallets generated through third-party wallet infrastructure providers (e.g., Privy). You — not FOOM — control and are solely responsible for your wallet, private keys, seed phrases, passkeys, and credentials.

3.2. FOOM never has custody or control of your private keys or your assets and cannot access, freeze, reverse, or recover your assets or transactions. If you lose access to your wallet or credentials, your assets may be permanently unrecoverable, and FOOM will have no liability for such loss.

3.3. Embedded wallet services are provided by third parties under their own terms and privacy policies, which you accept by using those features.

4. Blockchain Risk Disclosures

You acknowledge and accept that:

Digital assets — especially memecoins and other user-generated tokens — are highly volatile and speculative. You can lose the entire value of anything you trade. Never commit assets you cannot afford to lose.
Blockchain transactions are irreversible. Errors (wrong address, wrong amount, wrong network) cannot be undone by FOOM or anyone else.
Token prices shown in the Services are estimates from third-party sources; actual execution may differ due to slippage, latency, MEV, or network congestion.
Decentralized protocols, smart contracts, and bridges carry risks including bugs, exploits, oracle failures, and governance attacks. FOOM does not audit, control, or guarantee any third-party protocol.
No governmental deposit insurance (e.g., FDIC, SIPC) applies to any digital asset.
Tax obligations arising from your transactions are solely your responsibility.
The legal and regulatory treatment of digital assets is evolving and may adversely affect the Services or your assets.

5. Fees

5.1. FOOM charges platform fees on certain transactions initiated through the Services. The current fee schedule is disclosed in-app and at foom.trade before you confirm any transaction. [Placeholder — final fee schedule TBD.]

5.2. In addition to platform fees, you are responsible for third-party costs including network (gas) fees, protocol fees, and spreads. These are set by third parties, not FOOM.

5.3. You authorize deduction of applicable platform fees from the assets involved in each transaction you initiate. Fees are non-refundable once a transaction is confirmed on-chain. We may update fees prospectively; continued use after an update constitutes acceptance.

6.1. The Services may include social features: profiles, posts, comments, chat, voice, following, copy-viewing of other users' trades, and leaderboards ("User Content" features).

6.2. You retain ownership of your User Content. You grant FOOM a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, display, reproduce, and distribute your User Content solely to operate, improve, and promote the Services.

6.3. Zero tolerance for objectionable content. You may not post content that is unlawful, abusive, harassing, defamatory, obscene, hateful, threatening, false or misleading, infringing, or that promotes violence or discrimination. You may not impersonate others or misrepresent affiliation.

6.4. Moderation. We provide in-app tools to report objectionable content and to block abusive users. We may remove content and suspend or terminate accounts at our discretion, and we act on objectionable-content reports promptly. We do not undertake to pre-screen all content and assume no liability for User Content.

6.5. No investment advice among users. Other users' posts, trades, and performance are not recommendations. Past performance shown anywhere in the Services is not indicative of future results.

7. Prohibited Conduct

You agree not to:

violate any applicable law, including securities, commodities, AML/CFT, and sanctions laws;
engage in market manipulation of any kind, including wash trading, spoofing, layering, front-running, pump-and-dump coordination, or trading to artificially move any price, ranking, or metric;
manipulate leaderboards, points, rewards, referral programs, or performance metrics, including via self-referral, multiple accounts, sybil activity, or collusion;
use bots, scrapers, or automated means to access the Services except through interfaces we expressly provide;
interfere with, disrupt, reverse engineer, or attempt to gain unauthorized access to the Services or their infrastructure;
use the Services to launder money, finance terrorism, or evade sanctions;
circumvent geographic restrictions (Section 2.4) or any technical limitation of the Services;
upload malicious code or content that infringes any third party's rights.

Violations may result in immediate suspension or termination, forfeiture of accrued rewards or referral benefits attributable to the violation, and reporting to authorities where required.

8. Competitions, Rewards, and Referral Programs

8.1. If the Services offer trading competitions or contests, they are skill-based contests of trading performance. They are void where prohibited. Entry requirements, prize mechanics, and eligibility are disclosed per-competition, and participation is voluntary and at your own risk.

8.2. Points, rewards, and referral benefits (if offered): have no cash value unless expressly stated; are not deposits, securities, or investments; may be modified, suspended, or revoked at any time, including for suspected abuse; and confer no ownership or governance rights.

8.3. Nothing in the Services involves wagering on chance-based outcomes. [Note for Apple review: any real-money contest feature must comply with App Review Guideline 5.3 and applicable contest laws — keep skill-based framing and per-jurisdiction gating.]

9. Intellectual Property

The Services, including software, design, branding (including the FOOM wordmark), and content we create, are owned by FOOM or its licensors and protected by intellectual-property laws. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Services. Feedback you provide may be used by us without restriction or compensation.

10. Third-Party Services

The Services integrate and link to third-party services (blockchain networks, decentralized protocols, wallet infrastructure, on/off-ramps, data providers, social platforms). Those services are governed by their own terms and privacy policies. FOOM does not control them and is not responsible for their availability, accuracy, security, or acts or omissions.

11. Apple App Store and Platform Terms

When you use the FOOM Trade iOS app: (a) these Terms are between you and FOOM only — Apple is not a party and has no responsibility for the app or its content; (b) your license to the app is limited, non-transferable, and for use on Apple-branded devices you own or control, per the App Store Terms of Service; (c) Apple has no maintenance, support, warranty, or product-liability obligations with respect to the app; (d) Apple is a third-party beneficiary of these Terms and may enforce them against you; (e) you represent that you are not located in a U.S.-embargoed country or on any U.S. restricted-party list. Equivalent terms apply to Google Play where applicable.

12. Termination

We may suspend or terminate your access at any time, with or without notice, for any reason, including breach of these Terms or legal compliance. You may stop using the Services at any time and may delete your account in-app. Termination does not affect assets in your self-custodial wallet, which remain under your control. Sections that by their nature survive termination (including Sections 4, 9, 13–16) survive.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA (INCLUDING PRICES) IS ACCURATE OR COMPLETE.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) FOOM AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS, ARISING FROM OR RELATING TO THE SERVICES; AND (b) OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE PLATFORM FEES YOU PAID TO FOOM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS; IN THOSE JURISDICTIONS, THESE LIMITS APPLY TO THE MAXIMUM EXTENT PERMITTED.

15. Indemnification

You will indemnify, defend, and hold harmless FOOM and its affiliates, officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: your use of the Services; your User Content; your violation of these Terms or applicable law; your transactions on any blockchain or third-party protocol; or your violation of any third party's rights.

16. Governing Law; Dispute Resolution; Arbitration

16.1. These Terms are governed by the laws of [GOVERNING LAW — TBD with counsel], without regard to conflict-of-laws principles.

16.2. Informal resolution first. Before filing any claim, you agree to contact us at legal@foom.trade and attempt in good faith to resolve the dispute informally for sixty (60) days.

16.3. Binding arbitration. Any dispute not resolved informally will be resolved by final and binding arbitration before a single arbitrator, conducted in English, administered by [ARBITRAL FORUM — TBD with counsel, e.g., JAMS under its Comprehensive Rules and Expedited Procedures], seated in [SEAT — TBD], and conducted remotely to the extent the rules permit. The arbitrator decides arbitrability. Judgment on the award may be entered in any court of competent jurisdiction. Each party retains the right to seek injunctive or equitable relief in court to protect intellectual-property rights, and either party may bring an individual claim in small-claims court.

16.4. CLASS ACTION AND JURY TRIAL WAIVER. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY — NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND FOOM EACH WAIVE THE RIGHT TO A JURY TRIAL.

16.5. Time limit. Any claim must be commenced within one (1) year after it first arose (or the shorter period required by law), or it is permanently barred.

16.6. Arbitration proceedings and awards are confidential except as needed to prepare for or enforce them.

17. Changes to These Terms

We may revise these Terms at any time by posting the updated version with a new "Last updated" date. Material changes will be notified in-app or by other reasonable means. Changes apply prospectively; changes to the dispute-resolution provisions do not apply to disputes of which both parties had actual notice before posting. Continued use after changes take effect constitutes acceptance.

18. General

These Terms (together with the Privacy Policy and any feature-specific terms) are the entire agreement between you and FOOM regarding the Services. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

19. Contact

[FOOM ENTITY], Inc. — [REGISTERED ADDRESS — TBD] legal@foom.trade · support@foom.trade

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