Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and [Panama entity legal name], a company incorporated in the Republic of Panama with registered address [registered address] ("weavr", "we", "us" or "our").

They apply when you access or use the website at weavr.sh and its subdomains, the weavr app, the weavr MCP server and skill files, the Thesis agent, any weavr API, SDK, bot or integration, and any related content (together, the "Interface"). They also apply when you interact with the weavr smart contracts (the "Protocol") through the Interface or through any AI agent, wallet or third-party app that uses our tools. The Interface and Protocol together are the "Services".

By using the Services, connecting a wallet, signing a transaction prepared by our tools, or letting an AI agent do any of these for you, you agree to these Terms, our Privacy Policy and any extra terms we show you for a specific feature ("Supplemental Terms"). If Supplemental Terms conflict with these Terms, the Supplemental Terms win for that feature only.

If you use the Services for a company or other organisation, you confirm you have authority to bind it, and "you" includes that organisation.

If you do not agree, do not use the Services.

Please read section 25 carefully. It sets out that these Terms are governed by Panama law, that disputes go to the courts of Panama, and that claims can only be brought individually, not as a class action.

To use the Services you must:

A Restricted Person is anyone who:

Restricted Territories are: the United States and its territories; the United Kingdom; Canada; the United Arab Emirates; Singapore; Afghanistan; Belarus; Cuba; Iran; Myanmar; North Korea; Russia; Syria; the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine; and any other place subject to comprehensive sanctions or where the Services would be unlawful. We may update this list at any time.

You must not use a VPN, proxy or any other method to hide your location or get around these restrictions.

Some Assets have stricter rules set by their Issuers. For example, many tokenized stock Issuers only allow eligible non-US investors and may require professional or qualified investor status in some countries. You are responsible for meeting the Issuer's rules for every Asset you get exposure to through a Portfolio.

We block access from Restricted Territories using geo-blocking, and may also use other location checks, wallet screening and third-party compliance tools to enforce this section. We may block any wallet or user at our discretion.

What weavr is. weavr is a technology provider. We publish software that lets people describe a portfolio in their own words to an AI Agent, see available Assets, simulate a mix, deploy a Portfolio as smart contracts, and deposit into or withdraw from Portfolios. The Interface prepares transactions. You or your wallet sign them. The Protocol executes them according to its code.

What weavr is not. We are not, and do not act as, your:

We do not manage, hold, control or exercise discretion over any user's assets. We do not decide what any Portfolio holds.

Portfolios are not our funds. A Portfolio is a set of smart contracts configured by its Creator. It is not a fund, collective investment scheme, ETF or investment company sponsored, managed or promoted by us. We do not offer, sell or underwrite Shares. Using the word "portfolio" or showing performance does not change this.

Non-custodial. You keep control of your wallet and private keys at all times. Assets you deposit are held by Protocol smart contracts, not by us. We cannot reverse, cancel or change any confirmed transaction.

Software is the product. Our role is limited to building and maintaining software, running parts of the infrastructure (such as the Interface, MCP server and Keepers), and, as disclosed in section 10, exercising limited Governance powers. Nothing in these Terms or our conduct creates a client, advisory, fiduciary, partnership, joint venture or agency relationship between you and us.

Nothing provided through the Services is investment, financial, legal, tax or accounting advice. This includes Asset lists, suggested mixes, simulations, backtests, benchmarks, leaderboards, Portfolio pages, posts, docs and anything an AI Agent says.

All information is general and impersonal. It is not tailored to your circumstances, goals or risk tolerance, and it is not a recommendation to buy, sell, hold, create or back anything.

You alone decide which Assets to include, what Rules to set, and whether to deposit into any Portfolio. You should do your own research and talk to a qualified professional before making any decision.

A thesis you give to an AI Agent is your own description of what a Portfolio should hold and how its weights should behave. It is not a forecast, and no part of the Services predicts market performance.

How agents fit in. You can use the Services through AI Agents, including third-party assistants connected to our MCP server and our own agent, Thesis. Agents can show you available Assets, suggest a mix, run simulations, and prepare transactions for you to sign.

You choose; the agent suggests. An agent may suggest a mix or Rules. You decide what to accept. Nothing is deployed or deposited until you, your wallet, or a signing method you set up, approves the transaction.

AI output can be wrong. AI Agents can make mistakes, misread instructions, invent information, use outdated data, act in unexpected ways, or be manipulated by malicious content. Before you sign anything, check the Assets, weights, Rules, amounts and addresses yourself. We are not responsible for losses caused by acting on AI output.

You are responsible for your agents. If you connect, authorise or deploy an AI Agent (including by giving it access to a wallet, wallet tool, session key or signing permission), every action it takes counts as your action. This includes transactions, mistakes, unauthorised actions and breaches of these Terms. You are responsible for securing any credentials you give an agent.

Third-party agents. Third-party AI Agents, model providers and agent platforms are run by others under their own terms. We do not control them and are not responsible for their conduct, availability, outputs or data handling. Information you share with a third-party agent is handled under that provider's terms and privacy policy.

Thesis. Thesis is an agent we operate. When you set Thesis up to run a Portfolio, it only carries out the Rules and instructions you set, such as keeping target weights within your drift tolerance. Thesis does not use its own judgment to choose or change Assets, does not exercise discretion over your assets, and does not hold your keys. Some Thesis features may require a separate fee or payment, as shown in the Interface or set out in Supplemental Terms. We may change, limit or stop Thesis features at any time. If Thesis stops running, your Portfolio and Shares remain yours and stay governed by the Protocol.

Agent limits. We may limit, rate-limit or block any AI Agent or integration that we think is abusive, insecure, malfunctioning or breaching these Terms.

Creation. A Creator picks Assets from those available, sets weights adding to 100% (up to the maximum number of Assets the Protocol allows), names the Portfolio, chooses a ticker, sets Rules, and signs a transaction that deploys it. Names and tickers are chosen by the Creator and are not checked or approved by us.

Rules run automatically. Once live, a Portfolio follows its Rules. Keepers submit rebalance transactions when an Asset drifts beyond its tolerance, and valuation updates so the Portfolio's net asset value ("NAV") stays current. Rebalancing keeps the mix close to its targets. It is not a decision by anyone to buy or sell for a market view.

Shares. When you deposit, the Protocol issues you Shares that represent a proportional claim on the Portfolio's assets, calculated at NAV. You do not directly own each Asset in your own wallet. NAV depends on price data from oracles and other sources, which can be wrong, delayed or manipulated.

Idle balance. Each Portfolio keeps part of its value idle, as set in its Rules (by default 5%), to help pay withdrawals. Idle funds are not invested in the mix.

Execution. Swaps and rebalances route through third-party venues and aggregators. Prices can move between quote and execution. You may get less than expected because of slippage, fees, low liquidity or market moves. We have no duty of best execution.

Multiple chains. Parts of the Protocol run on Solana and parts on other networks such as Ethereum, including escrow, strategy and NAV contracts. Moving value across chains relies on bridges, messaging layers and other third-party infrastructure, which adds delay and risk.

Quiet Portfolios. A Portfolio with little activity may go quiet, which pauses automated upkeep. It may need a small payment in SOL to the operator to resume. Shares and assets remain in the smart contracts while a Portfolio is quiet, but prices, weights and NAV may drift.

Minimums and limits. We or Governance may set minimum deposits, minimum exit amounts, caps and other limits. A withdrawal that would leave a balance too small to exit may take your whole position.

Your portfolio, your responsibility. If you create or curate a Portfolio, you alone are responsible for its Assets, weights, Rules, name, ticker, description and any changes you make. We do not review, approve or endorse Portfolios.

You are not our representative. Creators and Curators are independent users. They are not our employees, agents, partners, advisers or representatives. Nothing they say or post is said by us.

Your own legal position. Earning a share of fees when others back your Portfolio, promoting it, or changing its mix may create legal or regulatory obligations for you where you live, including under securities, investment adviser, fund, marketing or tax laws. You are responsible for working out and meeting those obligations. We make no promise that any activity on weavr is lawful for you.

How you must behave. As a Creator or Curator you must not:

Changing the mix. Where Governance has authorised a Creator or Curator to change a Portfolio's mix, any change is proposed onchain and only takes effect after a notice period set by Governance. Once the notice period has passed, anyone can apply it. Backers can see proposed changes onchain and decide whether to stay or withdraw. You must not rely on us to monitor or alert you to changes.

Transfers of roles. The curator role and the fee recipient address can be transferred through a propose and accept process. Whoever holds a role is responsible for it from the moment they accept.

We may act. We may hide, delist, label or stop showing any Portfolio in the Interface if we believe it breaches these Terms, is misleading, harms users, or creates legal risk. This only affects the Interface. It does not take assets out of the Portfolio.

Your decision. Before you deposit into any Portfolio, including your own, you should review its Assets, weights, Rules, fees, Curator powers, any pending changes, and the Issuer terms of each Asset. Past or simulated performance does not predict future results.

Deposits. Deposits are made in USDC or other assets supported by the Interface. You may set a minimum number of Shares to receive. If you do not, you accept whatever the Protocol issues.

Withdrawals. Withdrawal requests are queued and paid in order as funds become available. Timing is not guaranteed. Payouts depend on idle balances, the liquidity of each Asset, market conditions, Issuer redemption terms and cross-chain delays. Legs on another chain take longer. You may receive less than the NAV shown when you asked.

No guarantee of exit. In stressed markets, if an Asset cannot be sold or redeemed, or if an Issuer, venue or bridge fails, withdrawals may be delayed, reduced or impossible.

We want you to know who can change what.

Who holds Governance. At launch, Governance roles are held by wallets controlled by us. Governance actions are recorded onchain and can be checked by anyone.

What Governance can do. Depending on the contract, Governance can:

What we will not do. We do not use Governance powers to move user assets out of a Portfolio for our own benefit.

How we use it. We use Governance powers to maintain, secure and improve the Protocol, respond to incidents, and comply with law. We do not use them to make investment decisions for any Portfolio or user. Decisions about which Assets are listed are based on technical, liquidity, legal and Issuer factors, not on any view of their investment merit.

No duty to act. We have no obligation to use Governance powers, to step in during an incident, or to prevent or reverse any loss.

Types of fees. Using the Services may involve:

Onchain fees govern. Fee rates, how they accrue and who receives them are set by the Protocol's onchain configuration. If anything we say elsewhere (in the Interface, docs, an agent reply or a post) differs from the onchain configuration, the onchain configuration applies. Fees are deducted automatically and are generally non-refundable.

Changes. Fee rates may be changed by Governance within any limits coded into the contracts. We will try to give notice of changes in the Interface.

Creator earnings. Fee shares paid to Creators are paid by the Protocol to the fee recipient address. They are not wages, commissions or payments from us. Creators are responsible for any tax on them.

We are not the Issuer. We do not issue, back, custody or redeem any Asset. Listing an Asset is not an endorsement or a statement that it is safe, legal for you, or a good investment.

Tokenized real-world assets. Tokenized stocks, ETFs, credit, pre-IPO and other real-world asset tokens are created by Issuers under their own terms. Usually:

A Portfolio holding these tokens holds the token, and your Shares are a claim on the Portfolio. You are responsible for reading and meeting each Issuer's terms and eligibility rules.

Third-party protocols. Portfolios may route trades or hold positions through third-party protocols, aggregators, lending markets, bridges and oracles. These are operated by others. We are not responsible for their failure, exploit, pause, change or misconduct.

Delisting. If an Asset is delisted, frozen, depegged, sanctioned, migrated or stops being supported, affected Portfolios may need to sell it, hold it, or be wound down. This may happen at a bad price or not at all.

You need a compatible wallet to use the Services, which may be a third-party wallet, a wallet tool used by your AI Agent, or a smart wallet. Wallets are provided by third parties under their own terms, which may include their own identity checks. We do not provide or control them.

You are solely responsible for your wallet, seed phrase, private keys, session keys, approvals and any permissions you give to apps or agents. If you lose them, we cannot help you recover your assets.

Signing links sent by our tools must be opened only by you, in a private setting. Do not share them.

Backtests are hypothetical. Simulations and backtests show how a mix might have performed using historical price data from third-party sources. They do not reflect real trading, fees, slippage, liquidity, rebalancing timing or Issuer limits. They may use data for periods before an Asset or Portfolio existed. Past and simulated performance do not predict future results.

Benchmarks. Comparisons to benchmarks such as USDC, BTC, SOL, ETH, the S&P 500 or tokenized funds are for reference only. They do not mean a Portfolio is similar to, tracks, or will beat any benchmark.

Leaderboard and rankings. Leaderboards, AUM figures, Backer counts and rankings are generated automatically from onchain and third-party data. They can be wrong, delayed or gamed, and they cover short time windows. A high ranking is not an endorsement or recommendation by us.

Data accuracy. Prices, NAV, APYs, balances and other figures shown are estimates. We do not guarantee they are accurate, complete or current.

Points. We may run points, rewards or similar programs. Points have no monetary value, are not property, cannot be transferred or sold, and do not entitle you to any token, airdrop, payment or other benefit. We may change, reset or end any program at any time and may remove points we think were earned by abuse.

Referrals. Referral links may record which wallet referred another. Any referral reward is set out in program terms. You must not create fake accounts or wallets, refer yourself, or spam to earn rewards.

Competitions. Competitions, prizes and sponsored events are governed by their own rules. Restricted Persons cannot take part.

By using the Services you confirm you understand and accept these risks. You could lose all the value you put in.

This list is not complete.

You must not, and must not let any AI Agent or other person:

Bug reports. If you find a vulnerability, report it to contact@weavr.sh. We will treat good-faith research that is reported to us and not exploited fairly.

We and our licensors own the Interface, the weavr name, logos, designs, docs and content. We give you a limited, revocable, non-exclusive, non-transferable licence to use the Interface for its intended purpose under these Terms.

Some of our code is published under open-source licences in our public repositories. Those licences govern that code and take priority over this section for it.

You keep any rights you have in content you submit, such as Portfolio names and descriptions. You give us a worldwide, royalty-free licence to display, reproduce and use that content to run and promote the Services.

If you send us feedback or ideas, we may use them freely without owing you anything.

The Services link to or rely on third-party services, including wallets, AI Agents and model providers, Issuers, data providers, routing venues, bridges, blockchains and agent platforms. We do not control them and are not responsible for them. Your use of them is at your own risk and under their terms. Integrating with a third party is not an endorsement, and naming a third party does not mean it endorses weavr.

You are solely responsible for working out, reporting and paying any taxes that apply to your use of the Services, including on deposits, withdrawals, rebalances and Creator fee earnings. We do not give tax advice and are not responsible for your taxes.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT ANY SMART CONTRACT, AI AGENT, PRICE FEED, BACKTEST OR DATA IS SECURE, ACCURATE OR FREE OF ERRORS, OR THAT ANY PORTFOLIO WILL MEET ITS RULES OR ANY GOAL.

No representation on legal status. We make no representation that any Portfolio, Share, Asset or transaction is or is not a security, fund, collective investment scheme or other regulated product in any jurisdiction. If any regulator or court decides that any of them is regulated, we may restrict, suspend or stop the affected parts of the Interface without liability to you. Nothing in these Terms is an admission that any of them is regulated.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE AND OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS ("weavr Parties"), ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR DIGITAL ASSETS, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, HOWEVER CAUSED.

THIS INCLUDES LOSSES CAUSED BY: AI AGENT OUTPUT OR ACTIONS; SMART CONTRACT BUGS OR EXPLOITS; MARKET MOVES; ACTIONS OF CREATORS, CURATORS, ISSUERS, VENUES, BRIDGES, ORACLES OR OTHER THIRD PARTIES; WALLET OR KEY COMPROMISE; NETWORK FAILURES; AND REGULATORY ACTION.

OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE FEES YOU PAID DIRECTLY TO US (NOT TO CREATORS OR THIRD PARTIES) IN THE 12 MONTHS BEFORE THE CLAIM AROSE.

These limits do not apply to liability that cannot be limited by law, such as for fraud or, in some places, gross negligence or death or personal injury caused by negligence.

You will defend, indemnify and hold harmless the weavr Parties from any claims, losses, liabilities, penalties, costs and expenses (including reasonable legal fees) arising from: your use of the Services; actions of any AI Agent you authorise; any Portfolio you create or curate and anything you say about it; your breach of these Terms or any law; any dispute between you and another user, Creator, Curator, Issuer or third party; and any claim that your activity as a Creator or Curator required a licence or registration you did not hold.

We may restrict, suspend or end your access to the Interface, block wallets, hide Portfolios, or change or discontinue any part of the Services, at any time and without notice, including if we suspect a breach of these Terms, legal or regulatory risk, sanctions exposure or a security threat.

Because the Protocol is non-custodial, ending your access to the Interface does not take your Shares or assets. Where the Protocol allows, you may still withdraw by interacting with the smart contracts directly or through other interfaces, subject to any legal restrictions.

Sections 4, 5, 6.3 to 6.5, 8.3, 11.2, 12, 14, 16 and 19 to 27 survive termination.

Talk to us first. Before starting any claim, email contact@weavr.sh describing the issue. We both agree to try in good faith to resolve it within 30 days.

Governing law. These Terms and any dispute arising from them or the Services are governed by the laws of the Republic of Panama, without regard to conflict of law rules.

Courts. Any dispute not resolved under 25.1 will be resolved exclusively by the competent courts of the Republic of Panama, sitting in Panama City. You and we submit to the jurisdiction of those courts.

No class actions. You and we may only bring claims individually, not as a plaintiff or class member in any class, collective or representative action, to the extent allowed by law.

Urgent relief. Either party may seek urgent injunctive or interim relief in any court with jurisdiction. We may also bring claims for intellectual property infringement or unauthorised access in any court with jurisdiction.

Time limit. Any claim must be brought within one year after it arose, unless the law requires a longer period.

Consumers. If you are a consumer in a country whose law gives you rights that cannot be waived by contract, nothing in these Terms takes those rights away.

We may change these Terms at any time by posting an updated version with a new "Last updated" date. For material changes, we will try to give notice in the Interface. Changes apply from the time they are posted. If you keep using the Services after that, you accept the updated Terms. If you do not agree, stop using the Services.

Entire agreement. These Terms, the Privacy Policy and any Supplemental Terms are the whole agreement between you and us about the Services.

Severability. If any part of these Terms is found unenforceable, the rest stays in force, and that part is enforced as far as possible.

No waiver. If we do not enforce a right, we have not given it up.

Assignment. You may not transfer your rights under these Terms. We may transfer ours, including in a merger, reorganisation or sale.

Force majeure. We are not liable for delays or failures caused by events outside our reasonable control, including network failures, hacks of third parties, regulatory action, war, pandemics and natural disasters.

Electronic communications. You agree to receive notices electronically, including through the Interface, X or email if you provided one.

Language. If these Terms are translated, the English version controls.

No third-party rights. Only you and we (and the weavr Parties for sections 22 and 23) can enforce these Terms.