Terms of Service

Please read these Terms carefully. They contain a binding individual arbitration agreement, a class-action waiver, a jury trial waiver, and a one-year limitation period (Sections 22, 23, and 25). They limit our liability and your remedies (Section 14). By using the Service you agree to all of these terms.

1. Acceptance and changes

These Terms of Service (“Terms”) form a binding agreement between you and HereNow Labs, Inc., a Delaware corporation (the “Operator,” “we,” “us,” or “our”). By accessing or using the HOTSHOT mobile application, the website at hotshot.cool, or any related services (collectively, the “Service”), you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Service.

We may revise these Terms at any time by posting an updated version. The “Last updated” date above reflects the most recent revision. Material changes will be communicated through the Service or by other reasonable means. Your continued use of the Service after a revision becomes effective constitutes your acceptance of the revised Terms. If you do not agree to a revision, your sole remedy is to stop using the Service.

2. Definitions

“User Submission” means any photograph, ticker label, text, metadata, or other content you submit to the Service. “Wallet” means any Solana-compatible digital wallet you use to interact with the Service. “Token” means any digital asset created in connection with the Service, including any token associated with a winning entry. “Round” means a daily competition cycle, including submission, scoring, voting, and any associated on-chain events.

3. Eligibility; sanctions and AML

You may use the Service only if all of the following are true, and you represent and warrant the following each time you use the Service:

• You are at least 18 years old and have full legal capacity to enter into a binding agreement.
• You are not a resident of, located in, or ordinarily resident in any jurisdiction subject to comprehensive U.S. or other applicable economic sanctions, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic.
• You are not identified on any list of sanctioned, restricted, or prohibited persons maintained by any government authority, including the U.S. Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce, the UN Security Council, the EU, or HM Treasury.
• You are not using the Service on behalf of any person who fails any of the conditions in this Section 3.
• Your use of the Service does not violate any law, regulation, tax obligation, or contractual restriction that applies to you, and your funds and any digital assets you use with the Service are not derived from criminal, fraudulent, or sanctioned activity.

We may refuse, suspend, or terminate access to the Service at any time based on geolocation, sanctions screening, or other compliance considerations.

4. The Service

HOTSHOT is an experimental, non-custodial daily photo competition that interacts with the Solana blockchain. In each Round, participants submit photographs, an automated scoring system ranks submissions, eligible submissions advance to a brief global community vote that opens once per day, and a Token corresponding to the winning entry may be created on the Solana blockchain. Token rewards associated with a winning entry become claimable only if and when the corresponding Token graduates as defined by the underlying smart contract or protocol; rewards are not delivered automatically and may never become claimable.

The Service is provided on an experimental basis. We may modify, suspend, throttle, restart, or discontinue the Service or any feature, schedule, scoring system, voting mechanism, reward, or Token at any time, with or without notice and with or without cause. We make no commitment that any Round will run, that any reward will be paid, that any Token will be created, that any Token will graduate, or that any Token or reward will retain any value.

5. Wallets and self-custody

The Service is non-custodial. You are solely responsible for the security of your Wallet, your private keys, your seed phrase, your device, and any application you use to sign transactions. We do not hold, control, or have access to your Wallet, your keys, or any Tokens or other digital assets associated with your Wallet. We cannot reverse, recover, re-mint, refund, replay, or otherwise undo any transaction, transfer, vote, claim, signature, or fee.

You acknowledge that all on-chain actions are public, immutable, and irreversible, and that you bear sole responsibility for every transaction you sign and every key you control.

6. User Submissions and content license

When you submit a User Submission, you represent and warrant that: (a) you own or have all necessary rights, licenses, and consents to your User Submission; (b) the User Submission does not infringe, misappropriate, or violate any third-party right, including intellectual property, publicity, privacy, contract, or moral rights; (c) every identifiable person depicted has consented to your submission and to public, on-chain display of the image and any derivative use described in these Terms; (d) the User Submission complies with all applicable laws and with these Terms.

You retain ownership of your User Submissions. You hereby grant the Operator and our affiliates, successors, and assigns a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, cache, display, reproduce, distribute, transmit, modify, translate, adapt, create derivative works of, and otherwise use your User Submission in any media now known or later developed in connection with operating, marketing, and promoting the Service and any successor service. You waive, and agree not to assert, any moral rights or rights of attribution with respect to such uses, to the maximum extent permitted by law. You further acknowledge that, because the Service interacts with public blockchains and decentralized storage networks, copies of your User Submissions or metadata derived from them may be replicated by third parties beyond our control and may persist indefinitely; these copies are not within our control and we cannot delete, alter, or recall them.

You are solely responsible for your User Submissions. We may, at our sole discretion and without notice or liability, refuse, reject, hide, deprioritize, remove, disqualify, or decline to mint a Token for any User Submission for any reason or for no reason.

7. Token and reward disclaimers

Tokens created in connection with the Service are intended to function solely as collectibles and as a participatory record of the daily competition. They are not, and are not intended to be: securities, investment contracts, deposits, units of any collective investment scheme, e-money, monetary instruments, or currencies of any kind. Nothing in or about the Service constitutes investment advice, financial advice, brokerage, legal advice, or tax advice, and no statement made by us or by any user should be relied on as such.

Token rewards are not delivered automatically and become claimable only if and when the corresponding Token graduates and the related smart contract or protocol permits a claim. We do not guarantee that any Token will graduate, that any reward will become claimable, that any claim will succeed, that any Token will be liquid, or that any Token will retain any value at any time. Token values may go to zero. You may lose any fees you pay to participate. There is no refund and no buy-back.

You are solely responsible for understanding and complying with all tax obligations associated with your participation, including any obligation to report or pay tax on Tokens, rewards, or fees. We are not a tax adviser, tax preparer, or withholding agent.

8. Prohibited conduct

You will not, and will not attempt to, and will not permit any third party to:

• use the Service for any unlawful, fraudulent, deceptive, harassing, or harmful purpose;
• submit content that is illegal, defamatory, obscene, sexually explicit, hateful, violent, infringing, or otherwise objectionable;
• submit content depicting minors in a sexualized or otherwise exploitative manner, content that constitutes child sexual abuse material under any applicable law, or any content involving non-consensual intimate imagery;
• submit content you did not create or for which you do not hold all necessary rights, including AI-generated content you do not have the right to submit;
• use bots, scripts, automation, multiple accounts, multiple Wallets, coordinated voting, vote brokerage, paid voting, wash voting, sybil techniques, or any other technique to manipulate scoring, voting, ranking, rewards, leaderboards, or any other competitive or economic outcome;
• interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service, related systems, our infrastructure, or any user’s Wallet or account;
• reverse-engineer, decompile, disassemble, or extract source code from any non-open-source component of the Service, or attempt to derive any trade secret;
• scrape, crawl, harvest, or otherwise extract data from the Service, except as expressly permitted, and including for the purpose of training any artificial intelligence or machine-learning model;
• use the Service to launder money, evade sanctions, finance terrorism, or finance any other illicit activity;
• misrepresent your identity, your eligibility, your jurisdiction, the source of your funds, or your ownership of submitted content;
• impose unreasonable load on our infrastructure or circumvent technical controls, rate limits, or geographic restrictions.

We may investigate suspected violations of this Section 8 and may cooperate with law enforcement and other authorities. You consent to such investigation and cooperation.

9. Automated scoring; subjective output

Submissions are scored, ranked, and qualified using automated and machine-learning systems. Outputs of these systems are subjective, may contain errors, and may change over time. You acknowledge that such outputs are not warranties or representations and are not a basis for any claim. We are not obligated to disclose the design, weights, training data, or parameters of any scoring system.

10. Intellectual property

The Service, including its software, designs, text, graphics, logos, icons, and the HOTSHOT name, wordmark, and trade dress (other than User Submissions) is owned by the Operator and our licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, personal, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with these Terms. No other rights are granted, expressly, by implication, by estoppel, or otherwise. All rights not expressly granted are reserved.

11. Copyright complaints

We respect the intellectual property rights of others. If you believe that material accessible through the Service infringes your copyright, please send a written notice to the email address in Section 31 that includes: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material with sufficient detail for us to locate it; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized; (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act on behalf of the owner; and (f) your physical or electronic signature.

12. Third-party services

The Service relies on and interoperates with third-party networks, applications, and services, including the Solana blockchain, the Solana Mobile Seeker dApp Store, decentralized storage providers, wallet software, and analytics providers. We do not control, endorse, or assume responsibility for any third-party service, and a third party’s failure, change, outage, or insolvency is not our responsibility. Your use of any third-party service is governed by that service’s own terms.

13. Disclaimer of warranties

The Service is provided “as is” and “as available,” with all faults and without warranty of any kind. To the fullest extent permitted by law, the Operator and its affiliates, officers, directors, employees, contractors, agents, suppliers, and licensors disclaim all warranties, express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, completeness, quiet enjoyment, system integration, and non-infringement, and any warranties arising out of course of dealing, course of performance, or usage of trade. We do not warrant that the Service will be uninterrupted, secure, timely, accurate, free of vulnerabilities, free of malicious code, or free of error; that defects will be corrected; that any token, reward, vote, or data will be preserved; or that the Service will meet your requirements.

14. Limitation of liability

To the fullest extent permitted by law, in no event will the Operator or its affiliates, officers, directors, employees, contractors, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, data, tokens, digital assets, opportunity, or other intangible losses, arising out of or relating to the Service or these Terms, whether based in contract, tort (including negligence), strict liability, statute, or any other theory, and whether or not we have been advised of the possibility of such damages, even if a remedy fails of its essential purpose.

Our aggregate liability for any and all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) one hundred U.S. dollars (US $100) and (b) the total fees, if any, you paid to us in the twelve months preceding the event giving rise to liability. The foregoing cap is cumulative across all claims and theories.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. To the extent such exclusions or limitations are not permitted, the exclusions and limitations above apply to the maximum extent permitted by applicable law.

15. Assumption of risk

You acknowledge and accept that use of the Service involves significant risks, including without limitation: blockchain network failures, congestion, forks, validator outages, re-orgs, or attacks; smart contract bugs, exploits, or economic exploits; loss or theft of private keys; price volatility; total loss of token value; loss or corruption of submitted content; unfavorable regulatory action; tax exposure; cyberattacks, phishing, social engineering, and wallet-drain schemes targeting your device; and changes in applicable law. You assume full and sole responsibility for these risks and for any loss arising from them.

16. Indemnification

You will defend, indemnify, and hold harmless the Operator and our affiliates, officers, directors, employees, contractors, agents, suppliers, and licensors from and against any and all claims, demands, liabilities, damages, losses, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) your access to or use of the Service; (b) your User Submissions; (c) your Wallet, your transactions, or your digital assets; (d) your violation of these Terms; (e) your violation of any law or any third-party right; or (f) any dispute between you and any other user. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with our defense. You will not settle any claim without our prior written consent.

17. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason or no reason, including without limitation if we suspect you have violated these Terms, if required by law or by any third-party service, or if we discontinue any feature. Upon termination, the licenses granted to you under these Terms will end, but the license you grant to us with respect to your User Submissions under Section 6, and Sections 5 (self-custody), 7 (token disclaimers), 13 through 16 (warranty disclaimer, liability, indemnification), 22 through 25 (governing law, arbitration, class waiver, limitation period), and 27 through 32 will survive termination, together with any other provision that by its nature should survive.

18. Force majeure

We will not be liable for any delay or failure to perform caused by any event or circumstance beyond our reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, war, terrorism, insurrection, riot, civil unrest, labor disputes, government action, embargoes, sanctions, internet or telecommunications failures, blockchain network outages or attacks, supply-chain disruptions, pandemics, epidemics, or public-health emergencies.

19. Modifications to the Service

We may add, change, suspend, or remove any feature of the Service at any time without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service, in whole or in part.

20. Electronic communications consent

You consent to receive communications from us electronically, including push notifications, in-app notices, on-screen messages, and emails. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

21. Notice

We may give you notice by posting in the Service, by email to any address associated with your use of the Service, or by any other reasonable means. Notice from you must be in English and sent to the email address in Section 31.

22. Governing law

These Terms, the Service, and any dispute, claim, or controversy arising out of or relating to either are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Pre-dispute notice; binding individual arbitration; class and jury waivers; opt-out

Informal notice and cure. Before commencing any arbitration or other proceeding, you must send a written description of the dispute, including your name, contact information, the basis of the dispute, and the relief sought, to the email address in Section 31. You and we will negotiate in good faith for at least thirty (30) days after such notice to attempt to resolve the dispute. If the dispute is not resolved within that period, either party may proceed to arbitration.

Binding individual arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved exclusively by binding individual arbitration administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures, except that you and we each retain the right to (a) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights and (b) bring an individual claim in small-claims court for disputes within that court’s jurisdiction. The arbitration will be conducted in the English language and seated in Wilmington, Delaware, unless we agree otherwise. The arbitrator’s decision is final and binding, and judgment may be entered on the award in any court of competent jurisdiction.

Class and jury waivers. You and we each waive any right to a trial by jury and any right to participate in a class action, collective action, consolidated action, mass action, or representative proceeding of any kind. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this class waiver is found unenforceable as to any claim, that claim must be severed from the arbitration and brought in a court of competent jurisdiction in Wilmington, Delaware, and the remainder of the arbitration provision will remain in effect.

Right to opt out of arbitration. You may opt out of this Section 23 (other than the class and jury waivers, which will continue to apply) by sending written notice of your decision to opt out to the email address in Section 31 within thirty (30) days after you first accept these Terms. The notice must include your name, your jurisdiction, and a clear statement that you wish to opt out of arbitration with HereNow Labs, Inc. If you opt out under this paragraph, all other provisions of these Terms continue to apply.

24. Costs of arbitration

Each party will bear its own attorneys’ fees and costs in arbitration unless the arbitrator awards them under applicable law or agreement. Filing, administrative, and arbitrator fees will be allocated under the JAMS rules, except that, if the arbitrator finds that a party’s claim was frivolous or brought for an improper purpose, the arbitrator may award fees and costs against that party to the maximum extent permitted by applicable law.

25. Limitation period

Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose. Otherwise, the claim is permanently barred.

26. No fiduciary relationship

Nothing in these Terms or in your use of the Service creates any agency, partnership, joint venture, employment, fiduciary, broker, dealer, advisory, or trust relationship between you and us.

27. Feedback

If you provide us with any suggestion, idea, comment, or other feedback regarding the Service (“Feedback”), you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without attribution or compensation to you.

28. No third-party beneficiaries

These Terms are for the benefit of you and us only. They create no rights in any third party.

29. Assignment

You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, or insolvency.

30. Severability; reformation; waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. No waiver is effective unless in writing and signed by us.

31. Contact

Questions, notices, opt-outs, copyright complaints, and any other communications about these Terms can be sent to team@herenowlabs.xyz.

32. Entire agreement; headings

These Terms, together with our Privacy Policy and any other policies we expressly incorporate by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings on that subject. Headings are for convenience only and have no legal effect.