gSera is a loyalty point system operated by Sera to reward participants who trade on the Sera protocol. Points are similar to airline miles or store loyalty points: they reflect usage of the venue and are recorded by Sera. gSera balances are visible to participants in the Sera app and at the participant’s wallet address on the public blockchain.

(a) gSera points are not:

• a security, financial instrument, or investment of any kind under the laws of any jurisdiction;
• money, e-money, currency, or any form of legal tender;
• redeemable for cash, goods, or services;
• transferable, assignable, pledgeable, or subject to derivatives or secondary trading;
• a promise, commitment, guarantee, or representation by Working Ants Inc., Sera, or any affiliate that gSera will be converted into, exchanged for, or grant any right to any token, equity, dividend, distribution, allocation, or other financial benefit;
• a debt, liability, or obligation of Working Ants Inc., Sera, or any affiliate.

(b) No reliance. Participants must not rely on gSera as collateral, as a basis for credit, as evidence of any economic interest in Sera, or as any form of commitment by Sera regarding any future token, asset, or program. Participants must not rely on the expectation or possibility of any future mechanism in deciding to participate.

(c) Future token reservations. If Sera elects, in its sole discretion, to issue or facilitate the issuance of a token at any time, all matters relating to such issuance, including eligibility criteria (such as KYC, geographic restrictions, accredited investor status, tax residence), allocation methodology, conversion ratios (if any), vesting schedules, transferability, lockups, withholding obligations, and conditions precedent to receipt (including execution of releases of claims), are reserved entirely to Sera. Participation in gSera grants no vested right to receive any token, any specific allocation methodology, or any specific treatment.

(d) Entire agreement. These Terms, together with the Mechanics document, constitute the entire agreement between Sera and each participant regarding the gSera program. They supersede all prior or contemporaneous statements, representations, marketing materials, presentations, social media posts, blog posts, technical documents, and communications by Sera personnel, contractors, or agents, whether written or oral. No statement, representation, or omission outside these Terms may form the basis of any claim against Sera, except for liability for fraud or willful misconduct, which is preserved as set out in Clause 6.

By pre-registering, trading on Sera while logged into a wallet associated with a pre-registration, or otherwise engaging with the gSera program, you agree to these Terms and acknowledge that you have read and understood them. You represent and warrant on a continuing basis that:

1. Age and capacity. You are at least 18 years of age (or the age of majority in your jurisdiction, if higher) and have legal capacity to agree to these Terms.
2. Not a US Person. You are not a US Person within the meaning of Regulation S under the US Securities Act of 1933, you are not accessing the program from the United States or any US territory, and you have not been onboarded through US-targeted marketing.
3. Sanctions and AML. You are not subject to any sanctions administered by the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union, the United Kingdom, or any other relevant authority; you are not located in any comprehensively-sanctioned jurisdiction; you are not a Politically Exposed Person of high-risk status without prior disclosure to Sera; and you will not use Sera to violate any anti-money-laundering, counter-terrorism-financing, tax, or sanctions law.
4. Wallet ownership. Each wallet you use is solely controlled by you. Use of custodial, multi-signature, or shared-key wallets must be disclosed in writing to Sera upon request.
5. Own account. You participate for your own account and not on behalf of any other person prohibited from participating.

KYC at Sera’s discretion. Sera may, at any time and at its sole discretion, require any participant to complete identity verification, source-of-funds verification, or other compliance procedures. Refusal or failure to complete such procedures within 14 calendar days of request results in suspension of gSera accrual and may result in forfeiture of accrued points.

Participants must not engage in any of the following (collectively, Prohibited Conduct):

1. Wash trading. Trades between wallets, accounts, or entities under common beneficial ownership, common control, or coordinated direction, where the trade lacks settled economic transfer of value between independent parties. Round-trip trades, mirror trades, and trades designed primarily to generate gSera points without economic substance are prohibited.
2. Sybil and multi-account activity. Use of multiple wallets, identities, or entities to circumvent volume tier caps, multiplier limits, or other program restrictions. For all purposes of the gSera program, each natural or legal beneficial owner is treated as a single participant. Volume tiers, streak counters, and Early Bird allocations apply to the aggregate, not per wallet. Undisclosed related accounts are treated as the same participant.
3. Market manipulation. Spoofing, layering, quote stuffing, momentum ignition, banging the close, or any other order-book manipulation.
4. Insider misuse or collusion with Sera personnel, affiliates, or other participants for the purpose of obtaining gSera benefits.
5. Unauthorized automation. Use of bots or automation in a manner inconsistent with the published Mechanics. Compliant automation remains permitted.
6. Unlawful conduct under any applicable law, including tax evasion, sanctions evasion, money laundering, or fraud.

Sera may publish, update, and refine the interpretation of Prohibited Conduct from time to time, and participants are responsible for compliance with the current version published at sera.cx/gsera.

(a) Reasonable-cause disqualification. Where Sera reasonably determines, based on documented evidence and applying consistent standards, that a participant has engaged in Prohibited Conduct, violated these Terms, or otherwise abused the program, Sera may suspend, modify, reduce, or forfeit accrued gSera points and disqualify the participant from current and future gSera programs.

(b) Notice and right to respond. For participants holding more than 1,000,000 accrued gSera points, Sera will provide written notice and 7 calendar days to respond before final forfeiture, except in cases of suspected fraud, sanctions violation, court or regulatory order, or imminent harm to other participants, where Sera may act immediately.

(c) Audit and cooperation. Sera may, upon reasonable notice, request information about any participant’s trading patterns, wallet relationships, identity, or source of funds. Participants must respond within 14 calendar days. Failure to cooperate is grounds for suspension or forfeiture of accrued gSera points.

(d) Liquidated damages. Where Sera proves Prohibited Conduct, the participant agrees to liquidated damages of the greater of (i) US$10,000, or (ii) 100% of all gSera points and any token allocations derived from the affected trades. The parties acknowledge that actual damages from Prohibited Conduct are difficult to quantify and that this amount is a reasonable estimate. This is not a penalty.

(e) Set-off. Sera may set off any amount owed by a participant to Sera (including trading fees, indemnities, or liquidated damages under this Clause) against any amount or value owed by Sera to such participant.

(f) Program modification. Sera may modify, extend, shorten, or terminate the gSera program at any time, in whole or in part. Material changes will be published with reasonable notice where practicable; emergency changes may take effect immediately.

(a) AS-IS. The gSera program, the Sera platform, the gSera point-tracking system, and the Mechanics are provided AS-IS and AS-AVAILABLE, with all faults, without warranty of any kind, whether express, implied, statutory, or otherwise. Sera disclaims all warranties, including merchantability, fitness for a particular purpose, accuracy, availability, non-infringement, and quiet enjoyment.

(b) Aggregate liability cap. To the maximum extent permitted by applicable law, Sera’s aggregate liability to any participant arising out of or relating to the gSera program (whether in contract, tort, statute, restitution, indemnity, or otherwise) is limited to the greater of (i) US$100, or (ii) total trading fees actually paid by such participant to Sera in the 6 months prior to the event giving rise to the claim.

(c) Excluded damages. Sera is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, opportunity, business, anticipated savings, goodwill, or data, even if advised of the possibility.

(d) Fraud and willful misconduct carve-out. Nothing in this Clause 6 limits or excludes liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or any liability that cannot be limited or excluded under applicable law. The remaining limitations apply to the maximum extent permitted by law and remain in force even if any other provision of this Clause is found unenforceable.

(e) Contractual limitations period. Any claim arising out of or relating to the gSera program must be filed within 12 months after the act or omission giving rise to the claim. Claims filed after that period are time-barred. This provision does not extend any shorter statutory limitations period.

(f) No specific performance. Participant remedies are limited to damages (subject to the cap above). Participants waive any right to specific performance or injunctive or equitable relief that would compel Sera to issue any token, deliver any allocation, or modify or operate any product.

(g) Damages in USD. All damages are calculated and payable in US Dollars, using the prevailing spot rate on the date a claim is finally determined.

(h) No third-party beneficiary. These Terms confer no rights on any person other than Sera and the participant who accepted them.

(a) Conflict acknowledgment. Participants acknowledge that Sera, its affiliates, and personnel may operate trading, market-making, liquidity provision, or other commercial activity on the Sera platform or related venues, including in pairs and at times overlapping with participant activity. This activity, by itself, does not constitute a breach of these Terms.

(b) No front-running. Sera represents that it does not deliberately use confidential participant order information, pending order data, or non-public trading data for the purpose of trading against participant flow.

(c) Data segregation. Operational data of the gSera program (participant identity, trading history for points calculation, balance records) is segregated, by access control and operational policy, from any house trading book operated by Sera or affiliates.

(d) Participant waiver. Subject to the no-front-running representation in (b), participants waive claims based on conflict of interest, including claims arising from Sera’s own trading activity that does not depend on misuse of participant data.

(a) Participant responsibility. Each participant is solely responsible for assessing and discharging any tax, duty, levy, or filing obligation arising from their participation in the gSera program, including any future receipt of tokens or other assets.

(b) No tax advice. Sera does not provide tax advice. Sera does not issue tax forms (including IRS Form 1099, HMRC P60, or equivalent documents) and does not report participant activity to any tax authority unless required by applicable law.

(c) Withholding cost borne by participant. If Sera is required by law, court order, or regulatory authority to withhold or remit any amount on behalf of a participant (including from any future token allocation), the cost of such withholding is borne by the participant, not by Sera. The participant authorizes Sera to deduct the amount from any value owed by Sera to the participant.

(a) Data processed. Sera processes wallet addresses, trading activity, trading metadata, KYC information (where collected), pre-registration email, and related operational data (Data) to operate the gSera program, perform compliance and risk management, and meet regulatory and legal obligations.

(b) Sharing. Sera may share Data with sanctions-screening providers, identity-verification providers, regulators, banking partners, infrastructure providers, and law enforcement where legally required. Sera does not sell Data to advertisers.

(c) Data subject rights. Where applicable law confers rights of access, correction, deletion, restriction, or portability (including under the EU/UK General Data Protection Regulation), participants may exercise those rights by contacting Sera at sera.cx/contact. Subject to legitimate retention obligations, Sera will respond within statutory timeframes.

(d) Retention. Sera retains Data for the duration of participation and for at least 5 years after the end of participation to meet legal, regulatory, and dispute-resolution obligations. Some data may be retained longer where required by law. Wallet addresses and trade-level data recorded on a public blockchain cannot be deleted from the blockchain itself.

The participant agrees to indemnify, defend, and hold harmless Sera, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any third-party claim, loss, liability, damage, fine, penalty, cost, or expense (including reasonable legal fees) arising out of or relating to:

1. the participant’s trading or other activity on the Sera platform;
2. the participant’s tax positions, withholding obligations, or filings;
3. any sanctions, anti-money-laundering, or anti-corruption violation by the participant;
4. the participant’s breach of these Terms, including Prohibited Conduct under Clause 4;
5. any claim by a person who alleges that the participant used their wallet or identity, or who claims to be the true beneficial owner of any participant wallet.

This indemnity is uncapped, survives termination of the participant’s participation, and is in addition to (not in substitution for) any other right or remedy of Sera.

(a) Sera may communicate with the participant on a confidential basis, including in response to support requests, audits, investigations, or program correspondence (Confidential Information).

(b) Sera’s internal methodology for the Heat Index, stability scoring, multiplier calibration, anti-abuse detection, and any other non-public algorithmic detail is Confidential Information.

(c) Participants must not disclose, publish, or use Confidential Information for purposes other than their own participation in the gSera program. Disclosure may result in forfeiture of accrued gSera points.

(d) This Clause does not restrict participants from complying with legal process, provided reasonable advance notice is given to Sera where lawful.

Sera is not in breach of these Terms and is not liable for any failure to perform, delay, modification, suspension, or termination resulting from:

1. force majeure events (including natural disaster, war, terrorism, pandemic, governmental act, labor disruption, or telecommunications failure);
2. blockchain network outages, congestion, forks, exploits, or oracle failures;
3. sanctions, regulatory orders, court orders, or governmental directions;
4. actions of third-party service providers (including banking, custody, KYC, oracle, or infrastructure providers).

In any such event, Sera may suspend, modify, or terminate the gSera program in whole or in part without breach. Participants accept that such events are an inherent risk of an experimental on-chain program.

gSera points are personal to the participant who accrued them. Points may not be sold, transferred, assigned, pledged, securitized, or used as collateral. Derivatives referencing gSera points are not authorized by Sera and are not recognized by Sera for any purpose. Any attempted transfer or pledge is void from the outset and may result in forfeiture of all accrued points.

(a) Pre-arbitration negotiation. Before commencing arbitration, the parties must engage in good-faith negotiation for at least 60 calendar days from the date of a written notice of dispute sent to sera.cx/contact. Many disputes can be resolved at this stage.

(b) Governing law. These Terms are governed by the laws of the Republic of Panama, without regard to conflict-of-laws principles.

(c) Arbitration. Any dispute not resolved during the pre-arbitration period is referred to final and binding arbitration administered by the Centro de Conciliación y Arbitraje de Panamá (CeCAP) under its rules then in force, seated in Panama City, in the English language, before a single arbitrator (or three arbitrators where the amount in dispute exceeds US$5,000,000).

(d) Class action waiver. Disputes must be brought individually. Participants waive any right to bring or join class, collective, mass, consolidated, or representative actions in any forum.

(e) Arbitration confidentiality. Arbitration proceedings, submissions, awards, and related documents are confidential and may not be disclosed except as required by law or to enforce an award.

(f) Discovery limits. Discovery is limited to documents and information that are identifiable, relevant, and not unduly burdensome. No depositions are permitted absent arbitrator approval and a finding of substantial need.

(g) Litigation funding disclosure. A party who is funded in whole or in part by a third party in connection with an arbitration must disclose the existence and identity of the funder to Sera and the tribunal within 14 days of receiving funding.

(h) Interim injunctive relief. Notwithstanding the foregoing, either party may seek interim injunctive relief from a court of competent jurisdiction in support of arbitration. Such application does not waive arbitration rights.

(i) Costs. The prevailing party in an arbitration is entitled to recover reasonable legal fees and costs.

(a) Survival. Clauses 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, and 14 survive termination of the program, disqualification of any participant, or end of participation.

(b) Severability. If any provision is held invalid or unenforceable, the remainder remains in full force. Invalid provisions are modified to the minimum extent necessary to be enforceable, preserving the intent of the original.

(c) No waiver. Failure or delay by Sera in exercising any right is not a waiver of that right.

(d) Assignment. Sera may assign these Terms and the gSera program (in whole or in part) to any affiliate or successor without notice. Participants may not assign their rights or obligations.

(e) Notices. Sera may communicate with participants by email (where provided), on-platform notification, or publication on sera.cx/gsera. Participants may contact Sera at sera.cx/contact.

(f) Operating entity. Sera and the gSera program are operated by Working Ants Inc., a company organized under the laws of the Republic of Panama. Certain services may be provided by third parties (including embedded wallet operations by Privy and banking-as-a-service operations by Noah Financial Inc. or affiliates).