Terms of Service

The Interface is provided as a software interface only. It is non-custodial: at no point do the Operators take possession, control, or custody of your funds, your private keys, your seed phrase, your tokens, your positions, your collateral, your margin or any other property belonging to you. All transactions are signed by you and broadcast from your wallet directly to public blockchains and to third-party smart-contract protocols (the “Underlying Protocols”). The Operators have no ability to reverse, cancel, recover, refund, modify or settle any transaction, position or balance on any Underlying Protocol.

The Operators do not operate, control, govern, upgrade, or maintain any Underlying Protocol. Your use of the Underlying Protocols is governed solely by the code of those protocols and by any terms published by their respective operators. You assume sole and exclusive responsibility for understanding the Underlying Protocols before interacting with them through the Interface.

You represent and warrant that you (a) are of legal age in your jurisdiction and at least eighteen (18) years old, (b) have full legal capacity to enter into these Terms, (c) are not a Restricted Person (defined below), (d) are not located, incorporated, ordinarily resident, established in, accessing from, or otherwise subject to the jurisdiction of any Restricted Jurisdiction (defined below), (e) will not access the Interface from any Restricted Jurisdiction at any time, and (f) will not use any VPN, proxy, mirror, Tor exit, mixer, spoofed IP, false document or other technical or non-technical means to circumvent, mask, conceal or evade any geo-block, sanction screen, eligibility check or any provision of these Terms.

Restricted Jurisdictions means each of: the United States of America (including all 50 states, the District of Columbia, and all U.S. territories and possessions), the United Kingdom, Canada, the People’s Republic of China (including Hong Kong SAR and Macau SAR), the Democratic People’s Republic of Korea (North Korea), the Islamic Republic of Iran, the Syrian Arab Republic, Cuba, Russia, Belarus, Myanmar (Burma), Sudan, South Sudan, Venezuela, Iraq, Libya, Yemen, Zimbabwe, Lebanon, Somalia, the Central African Republic, Nicaragua, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Kherson and Zaporizhzhia oblasts of Ukraine, Singapore, Japan, the Republic of Korea (South Korea), Thailand, Australia, France, the Netherlands, Belgium, Italy, Germany, Spain, Portugal, Switzerland, Liechtenstein, Austria, Finland, Sweden, Denmark, Norway, Iceland, Ireland, Estonia, Latvia, Lithuania, Poland, Hungary, Czech Republic, Slovakia, Romania, Bulgaria, Greece, Malta, Cyprus, Luxembourg, the European Union and the European Economic Area as a whole, the British Crown Dependencies, the British Overseas Territories, Brazil, India, Turkey, the State of New York, and any other jurisdiction in which (i) access to, use of, or participation in the Interface, any Underlying Protocol, leveraged perpetual contracts, derivatives, contracts for difference, margin trading, swap contracts, futures contracts, or contracts referencing the value of any digital asset would be unlawful, restricted, regulated, licensed or require authorization under applicable law, (ii) the Operators would be required to register with, file with, obtain a license from, or notify any regulator, or (iii) the offering of the Interface would otherwise violate applicable law.

Restricted Person means any natural or legal person who is: (a) a citizen, national, resident, green-card holder, tax resident, domiciliary, or organized entity of any Restricted Jurisdiction; (b) listed on, or owned 50% or more by persons listed on, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, the OFAC Consolidated Sanctions List, the U.S. Department of Commerce Bureau of Industry and Security Entity List or Denied Persons List, the U.S. Department of State debarred parties list, the United Nations Security Council Consolidated Sanctions List, HM Treasury’s UK Sanctions List, the European Union consolidated list of sanctioned persons, the Swiss SECO list, the Canadian SEMA, JVCEA or AMF sanctions lists, the Australian DFAT consolidated list, the Japanese METI sanctions list, or any equivalent list maintained by any other government, supranational body or regulator; (c) a politically exposed person to whom enhanced due diligence is required; (d) acting on behalf of, or for the benefit of, any such person; or (e) a person to whom the offer of the Interface would, in the sole opinion of the Operators, present legal, regulatory, reputational or sanctions risk.

IF YOU ARE A RESTRICTED PERSON OR YOU ARE LOCATED IN A RESTRICTED JURISDICTION, YOU ARE EXPRESSLY AND IMMEDIATELY PROHIBITED FROM ACCESSING OR USING THE INTERFACE. ANY USE BY SUCH A PERSON IS AN UNAUTHORIZED INTRUSION, IS AT THAT PERSON’S SOLE RISK, AND CONFERS NO RIGHTS WHATSOEVER AGAINST THE OPERATORS. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCE, BRING, JOIN, FUND, OR PARTICIPATE IN ANY CLAIM, COMPLAINT, COMPLIMENT, INVESTIGATION, REGULATORY INQUIRY, ENFORCEMENT ACTION, ARBITRATION, CLASS ACTION, MASS ACTION, COLLECTIVE ACTION, PRIVATE RIGHT OF ACTION, GROUP ACTION, OR OTHER PROCEEDING AGAINST THE OPERATORS FROM, IN, OR ON BEHALF OF ANY RESTRICTED JURISDICTION, AND ANY SUCH ACTION OR PROCEEDING SHALL BE IMMEDIATELY DISMISSED ON THE BASIS OF YOUR BREACH OF THESE TERMS.

You expressly acknowledge, understand and agree that:

• The Interface enables one-tap interaction with high-leverage perpetual futures protocols. Leveraged perpetual futures are among the most volatile, speculative, and risky financial instruments in existence. You should expect to lose 100% of the funds you commit. Many users do.
• You understand the mechanics, risks, fees, funding rates, liquidation logic, oracle behavior, and slippage behavior of the Underlying Protocols. The Operators have not explained them to you, are not obligated to explain them to you, and make no representations about them.
• Liquidation can be partial, total, instantaneous, and irreversible. Prices can gap. Oracles can fail. Networks can halt. Keepers can stall. Front-ends can show stale data. You alone bear every consequence.
• Blockchains are immutable and irreversible. Lost keys, sent transactions, signed messages, and approved allowances cannot be recovered by the Operators under any circumstance.
• Smart contracts may contain bugs, exploits, economic vulnerabilities, governance attacks, oracle manipulation, MEV, sandwiching, censorship, censorship resistance failures, upgrade malfunctions, and adversarial behavior by third parties.
• Digital assets are not legal tender, are not insured by any government or deposit-insurance scheme, are not backed by any central bank, may have no intrinsic value, and may become worthless at any time.
• Tax treatment of digital-asset transactions is your sole responsibility. You will report and pay all taxes arising from your use of the Interface and any Underlying Protocol.
• The Interface may be unavailable, may display incorrect information, may fail to broadcast a transaction, may broadcast a transaction you did not intend, may surface a transaction at an unfavorable price, may degrade, may go offline, and may be shut down at any time, for any reason or no reason, without notice. None of these is a breach by the Operators.
• Nothing displayed on the Interface, including any roll, pair, size suggestion, leverage band, animation, copy, sound, haptic, label, color, or other UI element, is investment advice, financial advice, legal advice, tax advice, a recommendation, an inducement, a solicitation, or an offer of any kind. It is entertainment-grade UI overlaying open third-party software.

No fiduciary, agency, brokerage, advisory, custodial, dealer, money-transmitter, exchange, clearing, settlement, joint venture, partnership, or employment relationship is created between you and the Operators by these Terms or by your use of the Interface. The Operators do not solicit, accept, hold, transmit, or transfer your funds, do not match orders against other users, do not maintain an order book, do not maintain a market, do not run a matching engine, and do not custody collateral or positions.

By using the Interface you continuously represent, warrant and covenant that: (a) all funds you use originate from lawful sources and are not the proceeds of any criminal, fraudulent, terrorist, money-laundering, sanctions-evading, market-abuse, insider-trading, tax-evading, or other unlawful activity; (b) you are not using the Interface on behalf of, for the benefit of, or with the funds of any Restricted Person; (c) you will not use the Interface to engage in market manipulation, wash trading, spoofing, layering, front-running, insider trading, or any other prohibited trading practice; (d) you will not attempt to attack, exploit, reverse engineer, decompile, disassemble, scrape (other than as expressly permitted), interfere with, overload, or otherwise misuse the Interface; (e) you are solely responsible for your tax obligations and will report and pay all taxes; (f) you will comply with all laws applicable to you, including securities, commodities, derivatives, banking, anti-money-laundering, counter-terrorism-financing, sanctions, export-control, consumer-protection, gambling and tax laws of every jurisdiction to which you are subject; and (g) all information you provide to the Interface, including any wallet, email, social handle, or KYC artifact (if any), is true, accurate, current and complete.

The Interface may charge a fee or take a percentage of profit on transactions it helps facilitate. You consent to any such fee or share each time you sign and broadcast a transaction through the Interface. The Underlying Protocols charge their own fees, funding payments, spreads and rollover costs, in addition. Network gas fees apply. All fees are non-refundable under any circumstance.

THE INTERFACE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, UNINTERRUPTED ACCESS, AVAILABILITY, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE OPERATORS DO NOT WARRANT THAT THE INTERFACE WILL OPERATE WITHOUT ERROR, BE SECURE, BE FREE OF VIRUSES OR HARMFUL CODE, RELAY YOUR TRANSACTIONS, REFLECT REAL-TIME PRICES, MATCH ON-CHAIN STATE, OR REMAIN ACCESSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OPERATORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, ENHANCED, PUNITIVE, OR ANY OTHER DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITY, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, DIMINUTION IN VALUE, LIQUIDATION, FORCED LIQUIDATION, SLIPPAGE, ADVERSE PRICE, FAILED TRANSACTION, STUCK TRANSACTION, FRONT-RUN TRANSACTION, COST OF SUBSTITUTE SERVICES, OR LOSS OF CRYPTOCURRENCY OR ANY DIGITAL ASSET, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE INTERFACE, ANY UNDERLYING PROTOCOL, ANY BLOCKCHAIN, ANY THIRD PARTY, OR ANY ACT OR OMISSION OF THE OPERATORS, EVEN IF THE OPERATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE OPERATORS TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE INTERFACE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES, IF ANY, ACTUALLY RECEIVED AND RETAINED BY THE OPERATORS DIRECTLY FROM YOU IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00). THE FOREGOING CAP IS THE COMPLETE AND EXCLUSIVE EXTENT OF THE OPERATORS’ FINANCIAL EXPOSURE, AND IT APPLIES EVEN IF AN EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any such exclusion or limitation is unenforceable in your jurisdiction, the Operators’ liability shall be limited to the smallest amount permitted by applicable law.

You agree to indemnify, defend (at our option, with counsel of our choice), reimburse and hold harmless the Operators from and against any and all claims, demands, actions, suits, proceedings, investigations, judgments, fines, penalties, liabilities, losses, damages, costs and expenses (including reasonable legal fees, accountants’ fees, expert fees and costs of investigation) arising out of or relating to: (a) your access to or use of the Interface or any Underlying Protocol; (b) your violation or alleged violation of these Terms; (c) your violation or alleged violation of any law or of the rights of any third party; (d) your taxes; (e) your wallet, your private keys, your seed phrase, your signatures; (f) any inaccuracy in any representation or warranty you make under these Terms; (g) your status as, or interaction with, any Restricted Person; or (h) your access from any Restricted Jurisdiction. This obligation survives termination of these Terms.

You voluntarily assume all risks of using the Interface and the Underlying Protocols, including total loss. You release the Operators from any and all claims, known or unknown, suspected or unsuspected, that you may have against them arising out of or relating to your use of the Interface or the Underlying Protocols. To the fullest extent permitted by law, you expressly waive the benefits of any statute, regulation, or common-law rule (including, without limitation, California Civil Code § 1542) that would limit the effect of such release to claims you know or suspect to exist at the time of release.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Interface (a “Dispute”) shall be referred to and finally resolved by binding arbitration administered by the London Court of International Arbitration (the “LCIA”) under the LCIA Rules then in force, which Rules are incorporated by reference. The seat of arbitration shall be the British Virgin Islands. The language of arbitration shall be English. The arbitration shall be conducted by one (1) arbitrator. The arbitrator’s award shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

YOU AND THE OPERATORS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE-ATTORNEY-GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU AND THE OPERATORS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

If the class-action waiver above is found to be unenforceable with respect to any Dispute, then the entirety of the arbitration provision shall be null and void as to that Dispute and the parties consent to the exclusive jurisdiction of the courts of the British Virgin Islands for that Dispute, with each party waiving any objection to venue or forum non conveniens.

These Terms and any Dispute are governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any choice or conflict-of-law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The Operators may, at any time, in their sole and absolute discretion, with or without notice, with or without cause, and with no liability whatsoever to you: suspend, restrict, geo-block, throttle, deny, disable, or terminate your access to the Interface; refuse to relay any transaction; remove any feature; alter any displayed value; or shut down the Interface in whole or in part. Termination does not relieve you of any obligation accrued prior to termination, and Sections 3 through 14 survive termination.

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Operators regarding the Interface and supersede all prior or contemporaneous understandings.

Amendment. We may amend these Terms at any time by posting a revised version. Your continued use of the Interface after a change constitutes acceptance of the change.

Severability. If any provision is unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

No Waiver. No failure or delay by the Operators in exercising any right shall operate as a waiver of that right.

Assignment. You may not assign these Terms. The Operators may assign these Terms freely.

Force Majeure. The Operators shall not be liable for any failure or delay caused by events beyond their reasonable control, including acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network or power failures, blockchain reorganizations, chain halts, oracle outages, attacks on smart contracts or networks, governmental action, or acts of any third party.

Headings. Headings are for convenience only and do not affect interpretation.

Language. The English-language version of these Terms controls. Any translation is for convenience only.

Notices to the Operators may be sent to legal@uponly.win. Notices to you may be posted on the Interface or sent to any wallet, email address, or other identifier you have associated with your use of the Interface. Service of process by any other means is not effective.