Terms of Service

DRAFT — not legal advice; have a licensed attorney review.

These Terms of Service are a draft only. They have not been reviewed or approved by a lawyer. They do not create legal advice, and they should not be published or relied on until a licensed attorney has reviewed and finalized them for Summit Private Credit LLC and the applicable jurisdiction.

• Operator: Summit Private Credit LLC (the “Company,” “we,” “us,” or “our”)
• State of formation: Colorado
• Governing law: Colorado
• Arbitration / venue: Colorado (clause below is a draft and must be reviewed by counsel before publication)
• Contact (placeholder): [CONTACT EMAIL]
• Draft date: November 10, 2026

1. Agreement to these terms

These Terms of Service (the “Terms”) govern your access to and use of the web interface we operate, currently presented as the Base swap terminal, including related pages, application programming interfaces that support that interface, referral tools, limit-order and dollar-cost-averaging (“DCA”) intent tools, token safety-check displays, and shareable trade cards (together, the “Interface”).

By accessing or using the Interface, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Interface.

We may update these Terms from time to time. When we do, we will revise the date at the top of this page. Your continued use of the Interface after an update is posted constitutes acceptance of the revised Terms. If you do not agree to a change, you must stop using the Interface.

2. Who may use the Interface

You must be able to form a legally binding contract. You represent that you are at least the age of majority in your jurisdiction (for example, 18 in the United States) and that you have authority to agree to these Terms on behalf of yourself or any entity you represent.

United States users are permitted to use the Interface, subject to these Terms and applicable law.

You may not use the Interface if you are:

• the subject of economic or trade sanctions administered or enforced by any governmental authority, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or otherwise designated on any list of prohibited or restricted parties; or
• a citizen, resident, located in, or organized under the laws of a jurisdiction or territory that is the subject of comprehensive U.S. sanctions (including any OFAC comprehensively sanctioned jurisdiction); or
• using the Interface on behalf of any such person or jurisdiction.

You represent that your use of the Interface will comply with all applicable laws and regulations, including sanctions, anti-money-laundering, and securities laws, and that you will not use the Interface to conduct, promote, or facilitate unlawful activity.

We may refuse, suspend, or restrict access at any time, including where we believe these Terms or applicable law may be violated. We have no obligation to monitor the Interface or any blockchain activity.

3. What the Interface is — and is not

The Interface is a non-custodial web front end. It helps you view quotes and construct transactions that you may submit, through your own wallet software, to public smart contracts on the Base blockchain. In its current design, the Interface:

• requests quotes from, and may route swaps through, Uniswap v3 and Aerodrome (including Aerodrome v2 and Slipstream) liquidity on Base, and may split a trade across those venues when that path is estimated to be better than a single pool;
• displays a disclosed interface (integrator) fee on the quote ticket before you would sign, using published fee tiers described in Section 6;
• may offer a referral program under which a disclosed share of that interface fee is paid to a referrer, as described in Section 7;
• may accept signed limit-order and DCA intents that a keeper may later submit, as described in Section 8;
• may display a pre-swap token safety check, which is informational only and is not a guarantee, as described in Section 9; and
• may let you generate shareable trade cards (for example, images of a simulated or completed trade). The Interface does not post those cards for you.

The Interface is not:

• a custodian, wallet, bank, exchange, broker, dealer, clearing agency, money transmitter, or other financial institution;
• an investment adviser, commodity trading advisor, or fiduciary;
• the Uniswap protocol, the Aerodrome protocol, or any liquidity pool (those are independent, third-party systems we do not operate or control); or
• a party to your trades. You transact directly with public smart contracts and, as applicable, other users of those protocols. We do not take the other side of your trades, and we do not hold, receive, or control your digital assets or private keys.

Connecting a wallet to the Interface does not transfer custody of that wallet or its assets to us. Your relationship with any wallet provider is governed by that provider’s terms.

Some builds of the Interface may operate in a research or “dry-run” mode that quotes and prepares unsigned transactions but refuses to broadcast them, or that displays intended fees without collecting them. Availability of a feature in a test or dry-run build does not promise that the feature will be offered, or offered on the same terms, in a live deployment.

4. No custody; you control your wallet and keys

We never take custody of your funds or keys. You are solely responsible for:

• the security of your wallet software, devices, accounts, passwords, seed phrases, private keys, and any approvals or allowances you grant to smart contracts;
• confirming transaction details — including tokens, amounts, fees, slippage, recipient, network (Base), and the contract you are interacting with — before you sign or submit anything;
• maintaining a sufficient balance to cover trade amounts, interface fees, protocol or liquidity-provider fees, and network (“gas”) fees; and
• all activity that occurs through your wallet, whether or not you authorized it, if your wallet or keys were compromised.

We cannot reverse blockchain transactions, recover lost keys, freeze your assets, or restore access to a wallet. If you lose your keys or approve a malicious contract, your assets may be permanently lost. Never share a seed phrase or private key with us or with anyone claiming to represent us. We will never ask you for a private key.

5. No investment, legal, or tax advice

Nothing on the Interface — including quotes, routes, charts, prices, token lists, safety-check flags, referral statistics, trade cards, or educational text — is investment, legal, tax, or trading advice, or a recommendation, solicitation, or endorsement of any token, protocol, strategy, or transaction.

All trades you initiate through the Interface are unsolicited and initiated by you. We do not assess whether any transaction is suitable for you. You are solely responsible for deciding whether to transact and for understanding the risks. You are also solely responsible for determining, reporting, and paying any taxes that apply to your activity, including interface fees, referral income, and gains or losses on digital assets.

We are not registered with the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, or any comparable regulator as an exchange, broker, adviser, or in any other capacity.

6. Fees

6.1 Interface fees (disclosed, tiered)

When the fee-collection path is enabled, the Interface charges a disclosed interface fee on swaps routed through it. The current published tiers, applied to the swap and shown on the ticket before you sign, are:

For a pair, the fee is the higher of the two tokens’ tiers. The applicable fee, the amount, any referrer share, and any positive-slippage (surplus) share are intended to be shown in the Interface before you sign. We do not charge a hidden spread and do not pad quotes.

When execution produces more net output than the quoted net shown on the ticket, the Interface may split that surplus at a disclosed rate. The current default is a 50/50 split (5,000 basis points to you and 5,000 to the operator), and the operator share is capped at 50%. This is enforced in the fee-router contract: you always receive at least the greater of your signed minimum output and your disclosed share of the surplus above the quoted net. Your minimum output is never reduced to pay the surplus share. If surplus sharing is turned off (share of zero, or a quoted net of zero), you keep all of the extra. Surplus sharing is disabled on keeper-filled limit and DCA orders, so you keep any extra above the signed minimum after the disclosed interface fee. Any leftover input is returned to you, not retained by us.

Other disclosed fees, where offered: (a) a cross-chain zap carries a disclosed app fee on the bridged amount (currently 15 basis points, capped at 50), collected by Across Protocol through its official app-fee mechanism and paid to the operator, in addition to the interface fee on any swap leg and Across's own fees; (b) for a token launched with the Interface's launch tool, the seeded liquidity position is held by a LaunchLpFeeSplitter contract that permanently sends a disclosed share of the LP trading fees that position collects (currently 50%, capped at 50%) to the operator and the rest to the creator — this tool does not lock liquidity, and there is no separate launch fee; (c) a dust sweep charges only the interface fee on each swap; and (d) we earn no fee on card purchases made through Coinbase Onramp, where Coinbase charges its own fees.

These published rates may change. Any change will be disclosed in the Interface (and, when material, in an update to these Terms or the in-product fee schedule). The on-chain fee-router contract, as designed, will not accept an interface fee above 500 basis points (5.00%).

Until a fee-router contract is deployed and a fee-recipient address is configured, the Interface may display an intended fee without actually collecting it. Display of a fee is not a promise that a given trade was or will be charged.

6.2 Other costs you may pay

Separate from our interface fee, a swap may include:

• Liquidity-provider and any protocol or pool fees charged by Uniswap, Aerodrome, or another venue. Those amounts are reflected in the quoted price and are not a cut of our interface fee.
• Network (gas) fees paid to the Base network (or its block builders/validators), which you pay through your wallet.
• Slippage and price movement between quote and execution.

We do not control those third-party or network costs and do not warrant that a quoted price, route, or estimated gas cost will be achieved.

6.3 Split routing

The Interface may compare routes across Uniswap v3 (including multiple fee tiers and hops) and Aerodrome and may split an order across venues when the estimated net result is better than a simple single-pool path. A quote is an estimate only. Actual output can differ because of market movement, partial fills, liquidity changes, or failed transactions. We do not guarantee the best available price on Base or elsewhere.

7. Referral program

The Interface may let users share a referral link (for example, a ?ref= code) and, when a valid referrer is attached to a completed, fee-paying swap, receive a disclosed share of the interface fee (not of the trade’s notional value). The current default share is 20% of the interface fee. The remainder of the interface fee is paid to the Company. The share may be configured in the fee schedule and is intended to be disclosed in the Interface.

Additional referral terms:

• Participation is voluntary and may be started, changed, or ended by us at any time.
• Payment, when the live fee router is operating, is made on-chain to a referrer address you register. You must provide an address you control. We will never ask for a private key.
• No payment is due if a trade is not executed, reverts, is refunded, or is not routed through the fee-collecting path, or if the referral code is missing, invalid, or unregistered.
• Referral traffic, click statistics, and estimated amounts shown in the Interface may be delayed, simulated, or incomplete and are not a guarantee of payment.
• We may withhold, adjust, or recover amounts in cases of error, fraud, self-referral abuse, wash activity, or violation of these Terms.
• Referrers are independent and are not our employees, partners, or agents. Referral payments may be taxable to the recipient; you are responsible for your own taxes.
• You may not market the Interface with false, misleading, or undisclosed-fee claims, guaranteed returns, or spam, or in any way that violates law or these Terms.
• The referral program is not a security, investment contract, or offer of an ownership interest in the Company.

8. Limit orders and DCA intents

Limit orders and DCA plans, where offered, work as non-custodial signed intents (for example, EIP-712 signatures over the fee-router’s SignedOrder). Your tokens remain in your wallet until a transaction is executed; a fill pulls the required amount through Permit2 at that moment. A “keeper” (an automated service we or a service provider may run) may submit a transaction only if your signature is valid, the intent has not expired or been cancelled, any DCA interval has elapsed, and quoted conditions — including your minimum output and the disclosed per-fill interface fee — are met at that time. You may cancel an open intent at any time (a cancelNonce or cancelUpTo transaction from your wallet). Surplus sharing is disabled on keeper fills, so any output above your signed minimum stays with you after the disclosed fee.

You understand and agree that:

• we do not guarantee that an intent will be filled, filled in full, filled at a particular time, or filled at the displayed price;
• you must maintain a sufficient balance and any required token allowance for the intent to be executable;
• market conditions can change, gas can spike, and a keeper may be offline, delayed, or decline to submit a transaction;
• once a fill is confirmed on-chain, it is typically irreversible;
• an open intent may remain valid until it expires, is filled, or is cancelled through a cancellation method we may offer, if any; and
• dry-run builds may store and evaluate intents without broadcasting any transaction.

9. Token safety checks

The Interface may run a pre-swap safety check on a token (for example, a local simulation of a sell, estimates of transfer taxes, and flags related to minting, ownership, or proxy upgradeability). These checks are informational only. They are not a security audit, not a guarantee that a token is safe, legitimate, or free of hidden risks, and not a recommendation to buy, sell, or avoid any token.

A token may be dangerous even if no flag is shown. A flag may also be incomplete, outdated, or wrong. You remain solely responsible for researching any token before you transact.

10. Shareable trade cards

The Interface may let you generate an image or preview of a trade (including a simulated trade) to share yourself. We do not post, tweet, or otherwise publish a card unless you do. You are responsible for any card you share and for not presenting a simulation as a live fill, or a historical result as a promise of future performance.

11. Prohibited uses

You agree not to use the Interface, and not to assist others in using it, to:

• violate any law or regulation, including sanctions, anti-money-laundering, fraud, theft, or securities or commodities laws;
• transact with or for a sanctioned person or jurisdiction, or to evade OFAC or other sanctions;
• engage in market manipulation, including wash trading, spoofing, pump-and-dump schemes, or deceptive token launches;
• steal, misappropriate, or attempt to take digital assets, or to traffic in stolen or fraudulently obtained property;
• interfere with, probe, or disrupt the Interface, any related server, or any third-party protocol, including by introducing malware, overloading services, or exploiting a vulnerability except through a coordinated disclosure we invite;
• scrape, harvest, or systematically extract data from the Interface in a way that degrades the service or violates these Terms, except for ordinary use of documented public pages;
• conceal or misrepresent fees, risks, or the nature of the Interface, including in referral marketing;
• use another person’s wallet, keys, or identity without authorization;
• attempt to automatically force, inject, or hide a fee in third-party software without the user’s informed consent; or
• circumvent geographic, sanctions, or access restrictions, or interfere with fee, referral, or safety-check disclosures.

We may cooperate with lawful requests from courts or government authorities.

12. Third-party protocols, data, and networks

The Interface may display data from, or help you interact with, independent third parties and public infrastructure, including the Base network, Uniswap and Aerodrome smart contracts, public or third-party remote procedure call (RPC) endpoints, token lists, and market-data providers (such as public price and chart sources). Those systems have their own terms, risks, and downtime. We do not control them, do not endorse any token or venue, and are not responsible for their performance, security, or accuracy.

Your wallet software, hardware, or browser extensions are likewise third-party products. We do not warrant compatibility with any particular wallet.

13. Risks you assume

Digital-asset and blockchain activity is risky. By using the Interface you acknowledge and accept, among other risks:

• Smart-contract risk. Our fee-router contract (if and when deployed), Uniswap, Aerodrome, token contracts, and related software may contain bugs, be exploited, pause, upgrade, or behave unexpectedly. Audits, if any, do not eliminate this risk.
• Token risk. Anyone can create a token. Tokens may be worthless, illiquid, taxed, upgradeable, mintable, frozen, or designed to prevent selling (including “honeypots”). Prices are volatile.
• Irreversibility. Confirmed blockchain transactions generally cannot be undone.
• Quote and execution risk. Prices can move between quote and confirmation. Transactions can fail, be delayed, or be reordered. You may receive less than expected or pay more gas than expected.
• Key and approval risk. Lost keys, phishing, malicious approvals, or compromised devices can cause total loss.
• Regulatory and tax risk. Laws can change. A token or activity that is lawful for you today may not be tomorrow.
• Availability. The Interface, RPC providers, or underlying protocols may be interrupted or discontinued.

You agree that you use the Interface and interact with public blockchains at your own risk, and that we are not responsible for losses arising from these risks except to the limited extent these Terms expressly provide otherwise.

14. Intellectual property

We and our licensors own the Interface’s branding, layout, and the original software and content we provide, except for third-party protocols, marks, and open-source components, which remain subject to their own licenses. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Interface for its intended purpose in accordance with these Terms. You may not copy, scrape for competitive training, reverse engineer (except where the law allows), or remove proprietary notices from our original materials, or use our marks in a way that suggests sponsorship without permission.

If you send us feedback, you grant us a worldwide, royalty-free license to use it without obligation to you.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE INTERFACE AND ALL RELATED INFORMATION, QUOTES, ROUTES, SAFETY CHECKS, INTENTS, CARDS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE INTERFACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT QUOTES, PRICES, CHARTS, OR SAFETY-CHECK RESULTS WILL BE ACCURATE, COMPLETE, OR CURRENT; OR THAT ANY TRANSACTION WILL BE EXECUTED, EXECUTED AT A PARTICULAR PRICE, OR SETTLED AS DISPLAYED. NO INFORMATION PROVIDED THROUGH THE INTERFACE CREATES A WARRANTY.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS. IN THOSE JURISDICTIONS, THE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS 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 OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE INTERFACE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE INTERFACE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE INTERFACE FEES YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE CASES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Indemnity

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, members, employees, agents, contractors, and licensors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Interface; (b) your wallets, keys, transactions, or intents; (c) your violation of these Terms or of any law; (d) your referral or trade-card activity; or (e) any claim by a third party related to your conduct. We may assume the exclusive defense of any matter subject to indemnification, and you will cooperate with that defense. You may not settle a claim that imposes any obligation on us without our prior written consent.

18. Governing law; dispute resolution; arbitration and class-action waiver (placeholder)

[PLACEHOLDER — have counsel complete this section before publication.]

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Interface (a “Dispute”) are governed by the laws of the State of Colorado, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provision.

Informal resolution. Before filing a claim, you agree to contact us at [CONTACT EMAIL] and try to resolve the Dispute informally for at least 60 days.

Arbitration (placeholder). Except where prohibited by law, and except for qualifying individual claims in small-claims court, you and the Company agree to resolve any Dispute by binding individual arbitration administered by a reputable arbitration provider (to be specified by counsel, for example JAMS or the American Arbitration Association) under its applicable consumer or commercial rules. The seat of arbitration will be in Colorado, unless you and we agree otherwise or applicable law requires a different venue. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver (placeholder). To the fullest extent permitted by law, you and the Company agree that Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You and the Company also waive any right to a jury trial. If a court or arbitrator finds the class waiver unenforceable as to a particular claim, that claim (and only that claim) may proceed in court, and the remainder of this section will still apply.

California note (placeholder). If you are a California consumer using the Interface for personal, family, or household purposes, counsel should confirm any required modifications (including venue and small-claims options) before this section is published.

Nothing in this section limits either party’s right to seek temporary or injunctive relief in a court of competent jurisdiction to protect intellectual property or unauthorized use of the Interface.

19. Changes to the Interface; suspension

We may modify, suspend, or discontinue the Interface or any feature, fee tier, referral share, or supported venue at any time, with or without notice, including for maintenance, security, legal, or business reasons. We are not obligated to support any particular token, route, or chain.

20. Miscellaneous

These Terms, together with the Privacy Policy and any in-product fee or referral disclosures, are the entire agreement between you and us regarding the Interface and supersede prior discussions on that subject. If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a reorganization, merger, or sale of assets. Headings are for convenience only. “Including” means “including without limitation.”

These Terms do not create a partnership, joint venture, employment, or fiduciary relationship. There are no third-party beneficiaries except as expressly stated for indemnified parties.

21. Contact

Questions about these Terms may be sent to [CONTACT EMAIL].

Notices to you may be provided through the Interface or a public channel we designate, and are effective when posted.

Summit Private Credit LLC, a Colorado limited liability company — draft Terms of Service for the Base swap terminal. Not legal advice. Not for publication until attorney review is complete and the contact placeholder ([CONTACT EMAIL]) is filled in. The arbitration and class-action waiver section remains marked for counsel review.