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Last Updated: October 8, 2026
IMPORTANT NOTICE: Please read these Terms carefully before accessing, using or interacting with the site, any interface or functionality. By doing so, including by linking your “Wallet” or creating an identifier on the site, you represent that you have the legal capacity to enter into a binding agreement, that you have read and understood these Terms in their entirety, and that you agree to be bound by them, including the binding arbitration agreement and class action waiver set forth in Section 9.
The operational functionalities of the Site, the Platform and the Technological Features (as defined below) are not available to persons or entities that reside, are located, are incorporated, maintain a registered office or have their principal place of business in any restricted jurisdiction, including the Republic of Panama, as defined in Section 5. Nor are they available to persons or entities that (i) act on behalf of or in representation of a Restricted Person (as defined below), or (ii) are directed, coordinated or controlled by a Restricted Person (who shall likewise be deemed Restricted Persons, as defined below). This restriction admits no exceptions. If you qualify as a Restricted Person (as defined in Section 5), refrain from using the Site, the Platform or the Technological Features. The use of virtual private networks (“VPN”) or similar tools to circumvent or attempt to circumvent the restrictions set forth herein is strictly prohibited, as provided in Section 5. Any breach of these terms may result in the restriction of the User’s access to the Technological Features of the Platform, including limiting the interaction of your Wallet with the Contracts available on the Platform (close-only mode), or the termination of your access, at the sole discretion of the Company, in accordance with Section 5.
PÁLPITO DOES NOT SAFEGUARD OR RECEIVE ITS USERS’ FUNDS. THE USER IS RESPONSIBLE FOR THE CORRECT USE OF THEIR FUNDS.
These terms and conditions of Use of SMPL PA OP, S.A. (the “Company”) are intended to establish the general conditions under which any person who, in their own right, requests the services offered herein by the Company (“You” or the “User”) is authorized to access, use and interact with the services, content and functionalities provided by the Company (the “Terms”).
Users accept that the Company may modify these Terms in whole or in part from time to time, and the Terms in force and published at www.palpito.com (the “Site”) at the time of access to or use of the services shall apply.
The User’s access to and use of the Site and the Company’s services is conditioned upon acceptance of these Terms, as well as the other documents incorporated by reference, including the Site’s Privacy Notice, which includes a Cookies notice section, which is deemed granted by the mere use of the Functionalities (as defined below) of the Site.
You grant your consent and shall be bound by the Terms and Conditions, the Privacy Notice and the Provider’s Terms by the mere creation of an account or by interacting with the Functionalities (as defined below) of the Site.
These Terms apply to (i) all content, informational functionality and informational features (the “Content Features”) available on the Site and any other site where the Terms are published (each, as applicable, an “Interface”) and (ii) software, including without limitation the blockchain-based protocol and smart contracts (the “Protocol”) known as Pálpito (the “Platform”), which may be available to users by connecting their self-custodied wallets through an Interface, including without limitation the Site (the “Technological Features” and, together with the Content Features, the “Functionalities”).
If you are located in a Restricted Jurisdiction (as defined below), you may only use the Content Features on the Site and may not access the Technological Features or the Platform.
The headings of each section of these Terms are included solely for ease of reading and are not binding. Such headings shall not be used to interpret or modify the content or scope of the provisions contained herein. In the event of any discrepancy between the headings and the text, the content of each section shall prevail.
As a condition for the use of the Technological Features, the User must give their express and independent consent to the Terms of the independent third party (“Independent Provider”) that generates for the User the self-custody digital wallet (“Wallet” or “Wallets”), available at https://www.crossmint.com/legal/crossmint-terms-of-service/TRGUSAALLALLALL. Such acceptance shall constitute a direct agreement between the User and the Independent Provider, separate from these Terms. The User acknowledges that (i) the creation, operation and administration of the Wallet are services provided directly by the Independent Provider to the User; (ii) the funds transferred by the User to fund their Wallet are received and processed by the Independent Provider, not by the Company; and (iii) the risks associated with the Independent Provider’s services are assumed exclusively by the User in accordance with the terms agreed with such provider. The Independent Provider’s Terms and Conditions are incorporated herein by reference and form an integral part of the User’s contractual relationship with the Company with respect to the use of the Wallet and the Funding Methods.
The Site and the Platform allow users to access and use the Functionalities, including the Content Features and the Technological Features, through which it is possible to participate in markets related to real-world events by interacting with smart contracts deployed on blockchain networks (the “Contracts”).
In particular, the Technological Features allow the formation and operation of markets in which Users may take positions based on the occurrence of certain events, the outcomes of which are determined in accordance with the rules previously defined in the Contracts.
The Contracts available through the Platform constitute peer-to-peer agreements between Users, the value or outcome of which depends on verifiable events in accordance with the rules applicable to each market.
The Contracts do not constitute and shall not be construed as: (i) securities subject to securities market legislation; (ii) financial instruments or derivatives subject to financial legislation; (iii) a collective investment scheme; or (iv) gaming, betting or gambling activities.
The Platform is operated directly by the Company, which owns the technology that supports it. In this regard, the Company provides access to the Functionalities and to the technological infrastructure that enables interaction with the Contracts.
The Company does not act as counterparty in the transactions carried out by Users, does not hold proprietary positions in the markets available through the Platform, and does not provide execution, clearing or settlement services on behalf of Users.
Transactions may involve the allocation, transfer or exchange of positions between Users within the Platform itself through the Technological Features. The Company solely facilitates the corresponding technological operability for interaction between Users, without taking proprietary positions or discretionally intervening in the transactions carried out between Users.
Likewise, the Company does not manage third-party accounts and has no direct discretionary control over Users’ transactions or assets outside the automated logic of the Contracts. The foregoing is without prejudice to the Company’s powers to suspend, restrict or limit the User’s access to the Site, the Platform and the Functionalities, as provided in these Terms. It is clarified that such powers refer exclusively to access to the Platform and interaction with the Technological Features, and in no case imply or grant the Company any control, access, possession or disposition over the User’s Wallet or the crypto-assets held directly therein, over which the User retains exclusive control at all times through their private keys.
Transactions carried out through the Technological Features are executed through Contracts deployed on blockchain networks, which operate automatically in accordance with pre-established conditions, including, without limitation, the execution of orders, the allocation of positions and the settlement of outcomes.
The Company does not discretionally intervene in the execution of such transactions; it solely facilitates the User’s access to the Functionalities.
The User may revoke the access granted to the Company at any time through the Platform, without prejudice to the operational authorizations previously granted by the User with respect to transactions already initiated or to the correction of Erroneous Amounts in accordance with these Terms. It is clarified that, except for the powers expressly provided in these Terms to correct incorrect, duplicate or erroneous payments or settlements, any access that may be granted to the Company shall not allow the Company to:
Withdraw funds from your Wallet to addresses other than those designated for the purpose of participating in the Contracts, except for the recovery of Erroneous Amounts in accordance with the section on Correction of operational errors and erroneous payments of these Terms;
Transfer funds from your Wallet to addresses unrelated to the Contracts, except for the restitution of Erroneous Amounts to the Contract, the on-chain escrow, the affected User or the applicable technical mechanism to correct an erroneous settlement;
Execute any instruction related to the opening or closing of positions in the Contracts without the User’s express consent; nor
Access your Wallet if you revoke your access authorization.
To use the Technological Features, the Platform will rely on the Independent Provider to generate for the User a Wallet over which the User retains exclusive control of their private keys and associated crypto-assets at all times.
The Company has no access to, control over, possession of or custody of the User’s Wallet or the crypto-assets contained therein at any time.
The Wallet used by the User to interact with the Platform is provided and operated by the Independent Provider. The Independent Provider is not part of the Company’s economic, corporate or shareholding group, nor does it act as its agent or attorney-in-fact. In this regard, the User acknowledges that the creation, administration, access recovery, custody of private keys and other functionalities associated with the Wallet are the exclusive responsibility of such provider and of the User themselves, without intervention by the Company.
The Company has no access to the User’s private keys, which consist of the User’s email address, nor can it sign transactions on the User’s behalf. Without prejudice to the operational authorization provided in these Terms for the correction of Erroneous Amounts, the Company cannot transfer assets from the User’s Wallet on a discretionary basis.
Any transfer of assets from the User’s Wallet to a Contract requires the User’s prior and express authorization, which is granted by cryptographically signing the corresponding transaction at the time of interacting with the Contract. Such authorization is limited, by technological design, exclusively to the parameters, conditions and rules previously defined and coded in the applicable Contract, and the Company cannot execute instructions, movements or dispositions of assets outside such programmed logic. Consequently, once authorization is granted by cryptographic signature, execution of the transaction is automatically governed by the rules of the Contract, without requiring additional discretionary intervention by the Company or the User.
The User acknowledges and accepts that there is a fundamental distinction between (i) the digital assets held in their non-custodial Wallet, over which the User retains exclusive control at all times, and (ii) the digital assets that, as a result of their participation in the markets available on the Platform, are transferred to the Contracts (on-chain escrow).
With respect to the assets in the User’s Wallet, the Company at no time has access to, control over, possession of or custody of them or of the associated private keys.
In turn, the assets transferred to the Contracts cease to be under the User’s direct control and become subject to the operational logic and rules of the corresponding market, and may be administered by the Company in its capacity as market operator exclusively in accordance with such previously established rules, including their retention in escrow until the resolution of the event.
The User acknowledges that these two scenarios have a different nature and treatment, and that participation in the markets implies express acceptance of such mechanics.
The User must pre-fund their Wallet in order to place positions within a market under a Contract. To this end, the Independent Provider may make available different funding methods, including electronic interbank transfers of fiat currencies, transfers of crypto-assets referenced to fiat currencies (e.g. USDC, USDT, etc.), or card payments (the “Funding Methods”).
The User expressly acknowledges and accepts that, when using any Funding Method, their funds are transferred directly to the Independent Provider, and not to the Company, for the purpose of conversion into crypto-assets referenced to fiat currencies and subsequent crediting to the User’s Wallet. At no point in the funding process does the Company receive, retain, hold in custody, administer or have any disposition over the User’s funds.
In the context of the use of the Technological Features, the funds associated with the User’s participation in certain markets will be transferred from their Wallet to specific Contracts, which function as automated safeguarding mechanisms on blockchain networks.
The User acknowledges and accepts that, upon purchasing, placing or confirming a position on the Platform, the digital assets necessary to cover such position will be automatically transferred from their Wallet to the corresponding Contract, in accordance with the rules previously defined in such Contract and the authorization granted by the User by cryptographic signature. Such transfer shall not require an additional subsequent instruction and does not imply that the Company has custody, control or discretionary disposition over the User’s Wallet.
Such Contracts hold the funds locked until the resolution of the corresponding market and automatically distribute them in accordance with the defined outcomes.
The User acknowledges that the funds transferred to such Contracts cease to be under their direct control in their Wallet for as long as they remain in such mechanisms, without this implying that the Company has custody over them; rather, such funds are governed solely by the logic of the Contracts, without prejudice to the Company’s limited operational functions as provided in these Terms.
The User acknowledges that this mechanism does not constitute the provision of custody services by the Company or by third parties. Likewise, such funds are primarily subject to the programmed logic of the Contracts, without prejudice to the Company’s limited operational functions necessary for the functioning of the market, and not to individualized discretionary instructions from the User.
The User expressly acknowledges and accepts that the Company does not act as fiduciary, depositary, custodian, agent or administrator of the funds transferred to the Contracts. The relationship between the Company and the User with respect to such funds is strictly technological and operational, limited to facilitating the functioning of the market in accordance with the rules of the Contract. The Company has no fiduciary duties, or duties of loyalty, care, preservation or restitution with respect to the User’s funds, except for those obligations expressly provided in these Terms and to the extent they are enforceable under Applicable Law.
For purposes of these Terms, “Erroneous Amount” means any credit, deposit, distribution or displayed balance that is made, executed or shown in favor of a User due to an operational, technical, settlement, calculation, oracle, integration or interface error, duplication, data inconsistency or any similar cause, including any amount that does not correspond to the correct outcome or settlement of a market.
The User expressly acknowledges and accepts that, when the Company reasonably determines the existence of an Erroneous Amount, the Company shall be authorized, in its capacity as operator of the Platform and delegated operator of the corresponding market or Contract, to instruct, execute or procure the reversal, correction, offset, retention, charge, withdrawal or recovery of the Erroneous Amount from the User’s Wallet, from funds pending release, from open or closed positions, or from any balance associated with the User within the Platform, exclusively up to the amount actually paid, credited, released or distributed in excess or in error, plus the network fees strictly necessary to execute the correction, where applicable.
The foregoing authorization constitutes a prior, express and sufficient instruction from the User for the execution of corrective measures with respect to Erroneous Amounts and does not grant the Company a general, discretionary or unlimited power to dispose of the User’s Wallet. The Company may not recover amounts exceeding the Erroneous Amount nor transfer funds to addresses other than the Contract, the on-chain escrow, the affected User or the technical mechanism reasonably necessary to correct the corresponding settlement.
For the sake of clarity, the User acknowledges and accepts that the powers of correction, reversal and recovery of Erroneous Amounts provided in this section are different in nature and scope from the Company’s inability to intervene in, reverse, accelerate or guarantee the crediting of funds in the process of funding the User’s Wallet through the Independent Provider, as provided in Section 4 of these Terms. The limitation of the funding process operates exclusively with respect to transfers made by the User to the Independent Provider for the conversion and crediting of funds to the Wallet, which are irreversible by their technical and operational nature and fall outside the Company’s sphere of action. By contrast, corrective measures for Erroneous Amounts operate by virtue of the prior, express and sufficient instruction granted by the User upon accepting these Terms, and are executed directly through the Contracts deployed on the blockchain network in accordance with the operational logic and rules of the corresponding market, without the Company acting discretionally or intervening in the User’s individual transactions.
In this regard, the Company (i) is not involved in providing or transmitting such information directly to the blockchain networks; (ii) does not execute transactions on behalf of the User nor discretionally intervene in them; (iii) has no access to, cannot control and cannot provide guarantees in relation to your Wallet; and (iv) has no authority over, and does not take possession or custody of, the User’s crypto-assets at any time.
We urge you to exercise due caution and care when interacting with any immutable blockchain technology, as You are solely responsible for such interactions. Additionally, the Company does not control the deployed Contracts or the underlying software through which blockchain networks are formed or the Protocol is deployed.
The User expressly acknowledges and accepts that Contracts deployed on blockchain networks are experimental software that may contain undetected errors, vulnerabilities or defects, including, without limitation, bugs, exploits, reentrancy attacks, oracle manipulation, consensus failures, network congestion or any other technical vulnerability. The Company does not guarantee that the Contracts are free of errors or that the results of their execution will always be as expected. In the event that a Contract is compromised, exploited or functions in an unforeseen manner, the Company shall not be liable for the total or partial loss of the User’s funds, except in the case of proven willful misconduct by the Company. The User expressly assumes this risk as a condition of their participation in the markets.
In general, the software underlying blockchain networks, including the Solana network, is open source, such that anyone may use, copy, modify and distribute it.
The Company does not own or control the Protocol or the Solana blockchain network on which the Protocol has been deployed. The Company is not responsible for the operation of the underlying Solana blockchain network, and the Company makes no warranty whatsoever, express or implied, regarding the functionality, security, availability or performance of the network.
The Company has no ability, responsibility or obligation whatsoever to control, maintain, provide, operate or improve the blockchain network underlying the Protocol or the activity or data thereon, and the User expressly exonerates and releases the Company from any liability related to the foregoing. The Company is not responsible for the activities of persons or entities that develop or use applications or that validate or verify transactions or other operations related to blockchain networks operated by third parties, and the User exclusively assumes all risks arising from such activities. The Company cannot control how blockchain networks operated by third parties market their blockchain networks, and Users should not assume that any blockchain networks operated by third parties are affiliated with the Company.
The User is solely responsible for familiarizing themselves with their Wallet and its security and protection features, including any private keys, recovery phrases, access credentials and passwords associated with it, as well as any additional authentication mechanism enabled by the Wallet provider. The Company does not and cannot access the private key, recovery phrase, password, access credentials or any crypto-assets held within the User’s Wallet, nor can it reverse any transaction that the User initiates with their Wallet (or otherwise).
The User expressly acknowledges, understands and accepts that the loss, misplacement, theft, disclosure to third parties, forgetting or any other impairment of access to their private keys, recovery phrases, passwords, access credentials or authentication mechanisms may result in the total, definitive and irreversible loss of access to their Wallet and to all crypto-assets contained therein, with no possibility of recovery by the Company. The Company does not have, and is not obligated to have, backup, recovery or reset mechanisms for credentials or private keys, and under no circumstances may it assist the User in recovering crypto-assets lost as a result of such events. Any recovery mechanism that the Independent Provider of the Wallet may offer is the exclusive responsibility of such third party and of the User themselves, without any intervention or liability of the Company.
The Company is not responsible for the manner in which the User uses their Wallet, nor for losses or damages arising from loss of access to it, and the User expressly and irrevocably releases the Company from all liability in this regard.
The User is solely responsible for familiarizing themselves with the risks associated with transacting on blockchain networks, including without limitation smart contract vulnerabilities, front-end vulnerabilities, hacks, phishing attacks, social engineering attacks, crypto-asset volatility and the irreversibility of transactions. It is the User’s duty to be familiar with these risks, and by using the Site and the Functionalities, the User represents that they have sufficient knowledge of them.
Unless expressly consented to, the Company does not effect or control any transaction initiated through the Platform, and the Company shall not be responsible for the outcome of any transaction, including without limitation failed, inadvertent or fraudulent transactions that may result in loss of funds or transaction fees or any other loss or damage to the User.
All transactions broadcast to the applicable blockchain network through your Wallet may require the payment of non-refundable network transaction fees, which the Company may, at its sole discretion and without this constituting a guarantee, obligation or commitment of the Company, assume as part of the operation of the Platform, without this constituting a permanent obligation of the Company, reserving the right to modify such scheme at any time and at its sole discretion.
The User acknowledges that such fees are determined by the corresponding blockchain network and not by the Company.
The Company may charge fees for the use of the Platform and participation in the available markets, including, without limitation, fees for entering into Contracts, as well as for services related to the deposit or withdrawal of funds.
The fees applicable at any given time will be communicated to Users through the Site or the Platform and may be consulted at any time at https://www.palpito.com/en/comisiones.
The Company reserves the right to modify at any time the scheme and amounts of the applicable fees by updating the corresponding information on the Site or the Platform and, where applicable, by prior notice to the User.
The Company may implement liquidity provision or market maker programs with respect to certain markets or Contracts available on the Platform.
In connection with such programs, the Company may establish specific participation criteria, as well as grant certain participants benefits, incentives or differentiated conditions, including fee discounts, rebates, revenue share, risk management tools, technical priorities or any other benefit related to liquidity provision activities.
The User acknowledges and accepts that such programs may create operating conditions that differ from those of other Platform participants and that such benefits or tools may create operational, execution or trading advantages over users who do not participate in such programs.
The implementation, modification, suspension or termination of any liquidity provision program shall be determined by the Company at its sole discretion and may be subject to additional rules, requirements or terms published on the Platform in due course.
The Company may implement rewards, incentives or promotions programs (the “Promotions”), for example for sign-up, identity verification, Wallet funding or referrals. The Company is not obligated to offer any Promotion.
Each Promotion may be subject to specific conditions, such as amount, form, eligibility, term and limits, communicated through the Site, the Platform or the communication in which the Promotion is offered (the “Promotion Conditions”), which form part of these Terms. The implementation, modification, suspension or termination of any Promotion, including its amounts and requirements, shall be determined by the Company at its sole discretion, without the need to modify these Terms.
Unless the Promotion Conditions provide otherwise, the following applies to all Promotions:
(i) each Promotion applies only once per person, and the Company may limit participation by identity, device, payment method, Wallet or any other reasonable criterion;
(ii) the crediting of any reward is subject to review by the Company, which may delay, condition or deny it;
(iii) before crediting a reward or allowing its withdrawal, the Company may require additional requirements, such as identity verification, a waiting period, a minimum trading volume or genuine activity by the referred persons;
(iv) the Company may set limits on the number of referrals or on the total amount of rewards per User;
(v) unused rewards may expire; and
(vi) the right to receive a reward is personal and may not be assigned.
It is prohibited to obtain or attempt to obtain rewards in a fraudulent or abusive manner or contrary to the purpose of the Promotion, including: (i) opening or controlling multiple accounts; (ii) using false or third-party identities; (iii) acting in collusion with other users; or (iv) paying, offering incentives to or agreeing with other persons for their sign-up, verification or activity in order to obtain rewards, even when such persons are real and have completed identity verification.
The Company may determine, at its sole discretion and based on the information available to it, that a User engages in the conduct described above. In that case, in addition to the measures provided for in Section 5, the Company may, without prior notice: (i) cancel, not credit or reverse the rewards and the benefits obtained with them, when technically and operationally possible; (ii) apply the same measures to related accounts, including referred accounts; and (iii) exclude the User from future Promotions. The foregoing does not imply control, possession or custody over the User’s Wallet.
Pricing information, market data or other information available on the Site in relation to the Contracts or the Technological Features is for informational purposes only and does not constitute an offer, a solicitation of an offer, or any advice or recommendation to enter into any operation or transaction.
The User hereby acknowledges, accepts and declares that all information provided as part of the Content Features in connection with access to and use of the Site is for informational and general reference purposes only. The Site strives to provide accurate information, but the Company does not warrant, represent or guarantee that the information is up to date, complete, accurate or timely. For this reason, the User expressly acknowledges and accepts that (i) they are not relying, and will not rely, on any of the information contained on the Site or any other Interface for any purpose; (ii) they irrevocably waive any right, claim or action arising from reliance on any information on the Site or within the Functionalities; and (iii) they fully and irrevocably exonerate and release the Company from any liability for such information provided or any decision made on the basis thereof.
From time to time the Site, any other Interface or the Functionalities may be inaccessible or inoperable for any reason, including without limitation: (i) equipment, hardware, software or infrastructure failures; (ii) periodic maintenance procedures or repairs that the Company or any of its providers or contractors may carry out from time to time; (iii) causes beyond the Company’s control or that the Company could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of the underlying blockchain infrastructure; (v) unavailability of third-party service providers or external partners for any reason; or (vi) any event of force majeure or fortuitous event. The User acknowledges and accepts that the Company shall not be liable for any loss, damage, cost or expense that the User may suffer as a result of any of the aforementioned circumstances, and the User expressly exonerates and releases the Company from all liability related to the inaccessibility or inoperability of the Site, the Interfaces or the Functionalities.
The User must take all necessary measures to independently verify any information on the Site and any Interface on which they intend to rely, such verification being their sole responsibility. The User should not take actions or decisions based solely on any information contained in the Interfaces, including without limitation blog posts, data, articles, links to third-party content, social media content, news feeds, tutorials and videos. Any action or decision the User takes based on such information shall be at their own and exclusive risk, without generating any liability for the Company.
None of the information provided on the Site, any other Interface, or through the Functionalities should be construed as professional, financial, legal, tax or investment advice, or as any recommendation. The Company has no duties or obligations to the User based on the information provided on the Site, any other Interface, or through the Functionalities. The User expressly acknowledges and accepts that all information provided in connection with their access to and use of the Site, any other Interface, and the Functionalities is for informational purposes only and should not be construed as professional advice of any kind. The User should not take or refrain from taking any action based on any information contained on the Site or any other Interface, or any other information we make available at any time, including without limitation blog posts, articles, links to third-party content, news feeds, tutorials, internet content, social media and videos. Before making any financial, legal or other decision involving the Functionalities, the User should seek independent professional advice from an individual who is duly licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not create or impose, fiduciary duties of loyalty, care or of any other nature on the Company. The User accepts and acknowledges that the only duties and obligations the Company has toward the User are those expressly set forth in these Terms, and the User irrevocably exonerates and releases the Company from any other duty, obligation or liability not expressly set forth herein.
None of the information provided on the Site, any other Interface, or through the Functionalities shall be construed as an invitation, inducement, offer, solicitation or recommendation to (i) exercise any rights to acquire, dispose of, subscribe for, exchange or convert any crypto-assets or digital assets; (ii) buy, sell, or induce a user to buy or sell any crypto-assets or digital assets; or (iii) participate in any transaction or investment strategy. The User expressly acknowledges and accepts that the Company does not carry out any activity that could constitute a public offering of securities, intermediation, brokerage or investment advisory services, and the User irrevocably exonerates and releases the Company from any liability arising from a contrary interpretation by the User or third parties.
The Company is not acting, has not acted and will not act as an investment, trading, tax, accounting, legal, regulatory or other professional advisor to any person, and the User expressly acknowledges and accepts this. The User fully and irrevocably exonerates and releases the Company from any liability, claim, damage or loss that may arise from the provision or alleged provision of any type of advice, and declares that any decision they make in relation to the Functionalities shall be at their own and exclusive risk and responsibility.
The Company reserves the right, at its sole discretion, to modify the Terms at any time or from time to time. The modified Terms will be published on the Site and any other Interface and will show the last updated date at the top. Any modified Terms shall take effect upon publication. By continuing to access, use or otherwise interact with any Interface or Functionality after the effective date of any modification to the Terms, you are providing your explicit acceptance to be bound by the Terms as modified. If you do not agree to be bound by the updated Terms, you are prohibited from using, accessing or otherwise interacting with the Interfaces or Functionalities. It is your responsibility to regularly check any Interface you use for modifications to the Terms. Continued use of the Platform after the publication of modifications shall constitute acceptance of such modifications.
The Company reserves the right, at its sole discretion, to modify, replace, remove, restrict access to, or add to the Site, any other Interface, or any Functionality at any time and from time to time, with or without notice to you, including removing or otherwise materially modifying content and information.
The Company, at its sole discretion, from time to time, and with or without prior notice to the User, may modify, suspend or disable (temporarily or permanently) the Site, any other Interface, or the Functionalities, in whole or in part, for any reason, including without limitation allowing only open contracts to be closed. Upon termination of your access, your right to use the Site, any other Interface, or the Functionalities shall cease immediately. The Company shall not be liable for losses suffered by the User resulting from any modification to any Site, any other Interface, or Functionalities or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Site, any other Interface, or the Functionalities. The Site, any other Interface, and the Functionalities may evolve, meaning that the Company may apply changes to, replace, or discontinue (temporarily or permanently) the Site, any other Interface, or the Functionalities at any time at its sole discretion.
Sections 5 and 7 through 10 of these Terms shall survive any termination of your access to the Site, any other Interface, or the Functionalities, regardless of the reasons for its expiration or termination, in addition to any other provision that by law or by its nature should survive.
The User, upon accepting these Terms, acknowledges, understands and accepts that the use of the Functionalities, including entering into Contracts through the Platform, involves significant risks.
In particular, the User acknowledges and accepts that:
The use of the Functionalities, in particular entering into Contracts on the Platform, may entail significant financial risk.
The Contracts available on the Platform are high-risk, speculative, experimental and volatile instruments.
Participation in such Contracts, being inherently risky by nature, may result in the total loss of the amount of funds contributed, with no possibility of recovery.
Transactions carried out using blockchain technology are irreversible, final and not subject to cancellation or reversal.
The outcomes of the Contracts depend on uncertain, external events beyond the Company’s control.
The Platform does not guarantee returns, results or benefits of any kind.
Any information available on the Platform does not constitute financial advice, an investment recommendation or a suggestion to participate in the Contracts.
The User is solely responsible for assessing whether participation in the Contracts is appropriate in light of their personal circumstances, financial situation and risk tolerance.
Any claim, complaint or dispute arising from the Independent Provider’s services must be directed exclusively to such provider in accordance with its own Terms and Conditions, without the Company being liable, jointly or secondarily, for the acts, omissions or breaches of the Independent Provider.
The process of funding the Wallet involves the transfer of the User’s funds to the Independent Provider for conversion and crediting. Once the User’s funds are transferred to the Independent Provider, the Company has no ability to intervene in, reverse, accelerate or guarantee the crediting of the funds to the User’s Wallet. Any incident related to funding must be resolved directly between the User and the Independent Provider.
By accepting these Terms, You expressly declare that you fully understand the risks associated with the use of the Platform, that you decide to participate at your sole responsibility, and you acknowledge that the Company shall not be liable for losses arising from participation in the Contracts, except in the cases expressly provided in applicable law.
You acknowledge and accept that you will access and use the Site, any other Interface, and the Functionalities, including the Contracts and the Platform, at your own and exclusive risk, expressly exonerating and releasing the Company from any liability arising from such risks. The risk of loss in transacting in crypto-assets using Contracts can be substantial. You should therefore carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources.
Additionally, such risks and adverse outcomes may be exacerbated when leverage and/or derivative products are used, and we may, at any time and at our sole discretion, choose to suspend or terminate our support for any or all supported Contracts without any liability to the Company. It is hereby clarified that, by using the Platform to trade and enter into Contracts, you may lose up to the entire amount of funds contributed to the Contract.
The Company may require the user to expressly and independently accept this risk disclosure through electronic mechanisms within the Platform.
As a condition for accessing or using the Site or the Functionalities, the User unconditionally represents and warrants to the Company the following:
The Site, any other Interface, and the Functionalities are intended solely for users who are 18 years of age or older, and therefore you represent that you are of legal age with full capacity to enter into and be bound by agreements. If you do not meet these requirements, you are prohibited from accessing, using or otherwise interacting with the Site, any other Interface, or Functionalities.
By accepting the Terms, You represent that you are not, and for as long as you use the Site, any other Interface and Functionalities will not be, a person subject to economic or trade sanctions imposed by the United Nations Security Council or by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC), nor are you included on the lists of blocked or restricted persons maintained by such authority, the European Union or the United Kingdom; nor are you a resident of or located in a jurisdiction subject to comprehensive sanctions.
Likewise, You acknowledge and accept that the representations contained in these Terms constitute the basis for your access to and use of the Site, any other Interface and the Functionalities, and that the Company may rely on them for all purposes. The User shall be solely responsible for the truthfulness, accuracy, completeness and timely updating of such representations, as well as for notifying the Company of any change affecting their content or validity. Any breach, falsehood, inaccuracy, omission or outdatedness shall be the sole responsibility of the User, who undertakes to hold harmless the Company, as well as its affiliates, officers, directors, employees, representatives and advisors, from any claim, sanction, fine, damage, loss or liability arising therefrom.
By accepting these Terms, You represent and warrant that you have accessed the Site, any Interface and the Functionalities solely on your own initiative, without having been solicited, induced, contacted, approached or invited on an individualized basis by the Company, its affiliates, employees, representatives, contractors, agents or any person acting on behalf of or in the name of the Company. You represent that you have decided to access and use the Functionalities autonomously and on an informed basis, without any offer, active solicitation or promotion directed specifically at You as an identified or identifiable individual, or at the jurisdiction in which you reside or are located.
The User expressly acknowledges and accepts that: (i) the Company does not receive, take or administer Users’ funds; (ii) transactions carried out through the Platform are executed through Smart Contracts deployed on decentralized blockchain networks, outside any given geographic territory; and (iii) the mere technical availability of the Site on the Internet does not constitute an offer, solicitation or commercial act in the User’s jurisdiction.
The User expressly acknowledges and accepts that none of the following activities constitutes, in and of itself, an offer, active solicitation, marketing directed at You or specific promotion of the Company’s services in the User’s jurisdiction of residence:
(i) the technical availability of the Site, the Interfaces, the Functionalities, the Platform or any related content on the Internet or on public blockchain networks;
(ii) the existence, maintenance or use of accounts, profiles, posts, communications or content of the Company on social networks, digital platforms, forums, blogs, podcasts, audiovisual media, newsletters, online communities or other public channels of a global nature;
(iii) general branding activities, corporate communications, educational, informative or public relations content, as well as advertising campaigns, advertisements and sponsored posts, provided they are not specifically and individually directed at users located in the User’s jurisdiction of residence;
(iv) the participation of content creators, influencers, ambassadors, commentators, media outlets, business partners or any third party that refers to, mentions, comments on, recommends or disseminates information related to the Company, the Platform or the Functionalities, as well as any affiliate, referral or incentive program associated with such activities;
(v) the accessibility of the Site, the Interfaces or any related content in one or more languages that the User can understand, or from the device, location or Internet connection used by the User;
(vi) the indexing, listing, ranking or appearance of the Site, the Interfaces, the Platform or any related content in search engines, app marketplaces, social networks, aggregators, discovery platforms or any search or navigation mechanism on the Internet; and
(vii) communications, announcements or informational materials directed at the general public or the global community of users of the Platform, including notifications about new functionalities, markets, contracts or products available.
The User acknowledges that it is their sole responsibility to ensure that their access to and use of the Platform is lawful under the laws applicable to them, including any law, regulation, authorization, license or registration that may be required in their jurisdiction of residence, exonerating and releasing the Company from any liability arising from the User’s non-compliance with such obligations.
The User represents that they are a natural person, of legal age, of a nationality other than Panamanian, in full possession of their mental faculties and without any impediment to contract under the laws of either their country of nationality or that of the Company, and further represents that they are the real owner or ultimate beneficiary of the funds associated with their Wallet and the sole holder thereof, acting at all times in their own name and on their own behalf.
The User acknowledges and accepts that they are not permitted to access, use or trade the Contracts on the Platform if they:
Reside in or are a citizen of, are located in or access from the following jurisdictions (“Restricted Jurisdictions”): (i) Panama; (ii) the United States of America; (iii) Germany, Austria, Belgium, France, Ireland, Liechtenstein, Luxembourg, Monaco, the Netherlands, the United Kingdom and Switzerland; and (iv) any jurisdiction subject to comprehensive economic sanctions imposed by the United States of America (OFAC), the European Union, the United Kingdom, the United Nations Security Council and the Financial Action Task Force.
Are a “Restricted Person”, meaning any person who:
a) resides in, is a citizen of, is physically located in or accesses the Site from a Restricted Jurisdiction;
b) is a person subject to economic, trade or financial sanctions imposed by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC), the European Union, the United Kingdom, the United Nations Security Council or any equivalent authority, or who is included on any list of blocked, sanctioned or restricted persons maintained by such authorities; or
c) acts on behalf of, in representation of, or is directed, coordinated or controlled directly or indirectly by any of the persons referred to in paragraphs (a) or (b) above.
The User represents and warrants that they are responsible for properly configuring, as applicable, and using the Site, any other Interface, or the Functionalities or incorporating the Functionalities into their applications or Wallet, and for taking appropriate actions to secure their data, including without limitation financial or token information and private keys.
The User represents and warrants that they possess sufficient knowledge, market sophistication, professional advice, experience and skills to engage with the Site, any other Interface, and the Functionalities, including the Platform if permitted to use it, and that they have the required understanding of blockchain technology, crypto-assets and cryptography to be able to engage with the Functionalities.
The User represents, acknowledges and accepts that: (i) they understand the nature and functioning of the Contracts; (ii) they understand that the Contracts constitute peer-to-peer agreements between Users based on verifiable events in accordance with the rules applicable to the markets; and (iii) they acknowledge that the Contracts do not constitute securities, regulated financial instruments or derivatives, collective investment schemes or regulated gambling, betting or gaming activities.
The representations contained in this section shall be deemed reiterated by the User each time they access, use or interact with the Site, any Interface or the Functionalities, and apply to any new Functionality, Market, Contract, service or product that the Company may make available to the User from time to time.
By accepting these Terms, You represent and warrant that: (i) you do not possess material non-public information that could influence the outcome of the markets in which you participate; (ii) you are not in any position of authority, control or influence that could affect the outcome of events underlying markets in which you participate; and (iii) the source of your knowledge regarding the events underlying your transactions comes exclusively from publicly available information.
Such representation shall be deemed reiterated by the User each time they carry out a transaction, enter an order or interact with the Contracts on the Platform.
The User represents and warrants that they are not, do not act on behalf of, and do not participate directly or indirectly, including through third parties, in the capacity of employee, contractor, officer, founder, advisor or person affiliated with the Company (collectively, “Related Persons”).
Likewise, the User acknowledges and accepts that Related Persons are prohibited from participating, directly or indirectly, in the markets or Contracts available on the Platform.
The User’s access to the Site, any other Interface, and Functionalities is not (i) prohibited by and does not otherwise violate or assist in violating any law, rule, statute, regulation, ordinance, order, protocol, code, decree, or other directive, requirement or guideline, domestic or foreign, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority, domestic or foreign, having jurisdiction over the Company, you, the Site, any other Interface, or the Functionalities, or as otherwise duly enacted, enforceable by law, common law or equity (collectively, “Applicable Laws”); or (ii) contributing to or facilitating any illegal activity. You represent and warrant that you will comply with all Applicable Laws, and will not use the Site, any other Interface, or the Functionalities if the laws of your country, or any Applicable Law, prohibit you from doing so.
The User agrees to access, use or otherwise interact with the Site, any other Interface, and Functionalities only in an authorized, appropriate and proper manner and in accordance with these Terms and all applicable laws.
The User agrees that they will not:
Use, and will not use, VPN software or any other privacy or anonymization tool, or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site, any other Interface or the Functionalities.
Violate any Applicable Law or regulation through their access to or use of the Site, any other Interface, or the Functionalities;
Engage in activity that violates any Applicable Laws, rules or regulations concerning the integrity of the Site, any other Interface, and the Functionalities, including without limitation by:
Engaging in any fraudulent act or scheme to defraud, deceive, trick or mislead;
Entering, or attempting to enter, any purchase or sale order on the basis of confidential information regarding the outcome or likely outcome of the event underlying such Contract, where trading on such information would constitute a breach of a pre-existing duty of trust and confidence owed to another person or entity;
Entering, or attempting to enter, any purchase or sale order on the basis of confidential information regarding the outcome or likely outcome of the event underlying such Contract, where such information was obtained from, or such order was directed or solicited by, a person who owed a pre-existing duty of trust and confidence to another person or entity, if you know or have reason to know that trading on such information by the person who communicated it or directed or solicited the order would be prohibited by these Terms;
Entering, or attempting to enter, any purchase or sale order if you hold a position of authority or influence sufficient to affect the outcome of the event underlying such Contract, or if you have been directed or solicited to enter such order by a person holding such a position of authority or influence;
Engaging in disruptive trading practices, including without limitation (i) spoofing (that is, placing any purchase or sale order without a bona fide intention to carry out the transaction and with the intention of cancelling before execution); (ii) taking proprietary positions (for the trader’s own account) to buy (knowing that the order will push up the price of the instrument) or sell (knowing that the order will push down prices), expecting to close the proprietary position after the client’s order was entered, and thereby profit from the new price level; (iii) placing fictitious transactions; (iv) cornering, or attempting to corner, the market; (v) placing or accepting any purchase and sale order in the same contract, when you know or reasonably should know that the purpose of the orders is to avoid taking a bona fide market position exposed to market risk; (vi) violating bids or offers; or (vii) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market;
In the event that the User breaches any of the representations, warranties or obligations provided in these Terms, including, by way of illustration and not limitation, those relating to the use of inside information or improper participation in the markets, the Company may, at its sole discretion and without prior notice:
cancel, reverse or close any position or transaction of the User in the affected market;
retain, block or refrain from releasing the funds associated with such positions or transactions;
suspend or terminate the user’s access to the Site, any other Interface and/or the Functionalities; and
report the breach to the competent authorities, where applicable under Applicable Laws.
The User acknowledges that the measures set forth above may directly affect their positions and funds, and expressly and unconditionally accepts such risk as a condition of using the Platform.
The User acknowledges and accepts that in the event they use the Site, any other Interface, or Functionality in a potentially prohibited manner, we may investigate and we reserve the right, at our sole discretion and without any liability to the Company, to (i) terminate your access to the Site, any other Interface, and/or Functionalities; (ii) restrict or limit the interaction of your Wallet with the Technological Features and the Contracts available on the Platform, including allowing only the closing of open positions where technically and operationally possible, without such measure implying control, possession, custody or restriction over the User’s Wallet itself; (iii) prohibit you from participating in any reward or incentive programs or product launches; and (iv) take any other action the Company deems reasonable or necessary, including cooperating with authorities or bringing claims against you if they result in damage or loss to the Company, to rectify the prohibited conduct or any consequences arising therefrom. You hereby acknowledge and accept that using the Site, any other Interface, and/or Functionalities may result in tax consequences. It is your sole responsibility to determine whether there are tax consequences for any transactions you initiate using the Site, any other Interface, or Functionalities, and you are solely responsible for ensuring compliance with the applicable tax laws in your jurisdiction of tax residence, exonerating the Company from any liability in this regard.
The Company or a third party acting on behalf of the Company may, from time to time, request additional information from you, including without limitation information to confirm that you are not a Restricted Person. If you do not provide such information within the period established by the Company, or if the Company determines, at its sole discretion, that such information is not adequate, the Company may, at its sole discretion, (i) terminate your access to the Site, any other Interface, and/or Functionalities, (ii) prohibit you from participating in any reward or incentive programs or product launches, and (iii) take any other action the Company deems reasonable or necessary at its sole discretion.
In the event of suspension or termination of the User’s access to the Site, any other Interface or the Functionalities, the Company may adopt the following measures, depending on the nature of the case and subject to Applicable Laws:
The User’s positions in markets that have not been resolved at the time of suspension may remain in force and be resolved in accordance with the applicable rules of the corresponding market or Contract. Any payment or settlement arising from such positions may be temporarily withheld by the Company until the situation giving rise to the suspension is clarified.
The User’s funds linked to active positions, ongoing markets or on-chain escrow mechanisms may remain subject to the operational logic of the corresponding Contract, without their automatic release, until the Company determines, in accordance with Applicable Laws and the rules of the applicable market, whether the resolution of the market and the distribution of funds should proceed. The foregoing operates in accordance with the parameters coded in the Contract and the Company’s limited operational functions as market operator, and does not constitute discretionary custody, taking, possession or administration of the User’s funds by the Company.
In the event that the User does not satisfactorily complete applicable verification or compliance processes, the Company may restrict, suspend or cancel access, as well as temporarily withhold funds until the appropriate course of action is determined in accordance with applicable regulations.
Where the suspension does not arise from suspicions of fraud, abuse or regulatory risks, the Company will endeavor to notify the User within a reasonable period.
The User may submit inquiries or requests for clarification in accordance with the complaints procedure provided in these Terms.
The Company may, unilaterally and in accordance with its own operational criteria, suspend, restrict, limit or close the User’s account, as well as limit access to the Site, Platform, Functionalities or any other Interface.
The suspension or closure of the User’s account may involve operational limitations or the freezing of open positions in accordance with the rules applicable to the Contracts.
The suspension or closure of accounts shall not imply control, possession or custody over the User’s Wallet or over the digital assets held directly in such Wallet.
The User acknowledges and accepts that the Company shall not be liable for any loss, limitation, inability to access, operational impairment or inability to settle positions arising from the suspension, restriction, limitation or closure of the account in accordance with these Terms.
The Company may delete accounts that remain inactive for a continuous period of twelve (12) months, with prior notice to the User.
Where a User does not claim funds arising from resolved positions that remain in the Contracts within one (1) year from the corresponding resolution, such funds may be retained by the Company in accordance with applicable operational policies and Applicable Laws.
The User acknowledges and accepts that the Company shall not be liable for any loss, inability to access, account deletion, failure to claim funds or any impairment arising from account inactivity or failure to claim funds in a timely manner in accordance with these Terms.
The suspension shall not imply control, possession or custody over the User’s Wallet or over the digital assets held directly in such Wallet.
The Company owns all right, title and interest, including all intellectual property rights, in and to the Site, any other Interface, and Functionalities, including any related content and technology, unless otherwise indicated. Subject to the Terms, the Company hereby grants You a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy and distribute in connection with such use the Site, any other Interface, and Functionalities. This license is intended solely to allow you to access, use or otherwise interact with the Site, any other Interface, and Functionalities.
The User acknowledges and accepts that they receive no other rights in the Site, any other Interface, or Functionalities other than those specified in the Terms. Certain Functionalities may be provided to you under a separate license, or another open source (or other) license; third-party features or applications integrated into the Site or Functionalities may be subject to other or additional intellectual property licenses and, therefore, you should review any terms relevant to such third-party features or applications to determine the applicable license relevant thereto. You agree that you will not violate the terms of any such separate licenses.
Likewise, by using the Site, any other Interface, or any Functionality, the User grants us a limited, non-exclusive, sublicensable, worldwide, royalty-free license to use, copy, modify and display any content or Suggestions that you provide to us or post on or through the Site, any other Interface, or any Functionality solely for our business purposes, including without limitation for the purpose of providing the Site, any other Interface, or Functionalities for as long as necessary to do so.
By providing any Suggestions or providing any information on or through the Site, any other Interface, or through the Functionalities (collectively, the “Content”), the User hereby grants us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any Content, including without limitation to promote the Platform, its affiliates, the Functionalities, the Site or any other Interface. You represent and warrant that (a) you own your Content or have the right to grant the rights and licenses in these Terms; and (b) your Content and our use of your Content, as licensed herein, does not violate, misappropriate or infringe the rights of any third party.
As discussed throughout the Terms, the Site, any other Interface, and Functionalities may be integrated with or otherwise provide access to applications, services, sites, technology, data, operations, features and resources that are provided or otherwise made available by third parties (“Third-Party Services”), including the services necessary for the funding and disposition of your Wallet.
If the Site, any other Interface, or Functionalities contain links to Third-Party Services, they are provided solely for your convenience. The Company has no control over the contents of such sites or resources, and accepts no responsibility for them or for any loss, damage or harm that may arise from your use of them. If You decide to access a Third-Party Service integrated with or linked to any Interface or Functionality, you do so entirely at your own and exclusive risk, and subject to the terms and conditions of use for such websites. We reserve the right to withdraw linking permission without notice and without any liability.
As further noted throughout these Terms, your access to and use of Third-Party Services may be subject to additional terms and conditions, privacy policies or other agreements with such third parties, which we do not control and with which we may otherwise have no relationship. The Company has no control over and is not responsible for such Third-Party Services, including the accuracy, availability, reliability, verification or completeness of information or content shared by or available through Third-Party Services, or the privacy practices of Third-Party Services. The User expressly exonerates and releases the Company from any liability arising from the use of Third-Party Services.
Your use of any Third-Party Services is directly between You and such third party, and You acknowledge and accept that the Company is not responsible, directly or indirectly, for any damage, loss or harm caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Services. You, and not the Company, shall be responsible for all costs, charges, damages and losses associated with your use of any Third-Party Services.
You acknowledge and accept that the Company is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible for any content, advertising, products or other materials on or available from such sites or resources. Additionally, you acknowledge and accept that the Company shall not be responsible, directly or indirectly, for any damage, loss or harm caused or alleged to be caused by or in connection with the use of or reliance on such content, goods or services available on or through such sites or resources.
Please review any applicable terms, privacy policies or agreements of Third-Party Services before using such services. The integration or inclusion of such Third-Party Services does not imply any endorsement, recommendation, warranty or approval of such Third-Party Services by the Company.
You agree to defend, indemnify and hold harmless the Company and each of its respective employees, officers, directors, agents and representatives (collectively, the “Company Parties”) from and against all liability for monetary damages, contractual claims of any nature, economic loss (including direct, incidental or consequential damages), lost income or profits, fines, penalties, exemplary or punitive damages, and any other injury, damage or harm, including reasonable attorneys’ fees (“Damages”) that relate in any way to any lawsuit, claim, regulatory action, proceeding or demand, regardless of the cause or alleged cause, whether the allegations are unfounded, fraudulent, false or without merit and regardless of the theory of recovery (“Claim(s)”) arising from or relating to: (i) your use of the Interfaces or Functionalities (including any use by your clients, users, employees and other personnel); (ii) breach of the Terms or violation of applicable law by you, your clients, users, employees and other personnel; (iii) a dispute between you and any third party; (iv) your alleged or actual infringement or misappropriation of any intellectual property or other rights of third parties; (v) your Feedback; and (vi) any breach of the representations and warranties contained in these Terms. In the event that we receive any third-party subpoena or other compulsory legal order or process associated with Claims described in (i) through (vi) above, then in addition to the indemnification set forth above, you will reimburse us for our employees’ and contractors’ time and materials spent responding to such matters at our then-current hourly rates as well as our reasonable attorneys’ fees.
If you are obligated to indemnify the Company, then you agree that it has the right, at its sole discretion, to control any action or proceeding and to determine whether it wishes to settle, and if so, on what terms, and you agree to cooperate fully and unconditionally with the Company in the defense or settlement of such Claim. Failure to cooperate shall not relieve the User of their indemnification obligations.
By accessing the Site, any other Interface, or Functionalities, by this acceptance of these Terms, the User acknowledges and accepts that the Company cannot and does not guarantee the functionality, security, availability or performance of the Site, any other Interface or Functionalities. The technologies on which the Site, any other Interface or Functionalities rely may be subject to sudden changes, and the Company cannot and does not guarantee that your access to the Site, any other Interface or Functionalities or the ability to transact thereon will be uninterrupted or error-free, or that your stablecoin funds held in your Wallet will be secure at all times. You assume all risks related thereto and expressly exonerate the Company from any liability in this regard.
The Site, any other Interface, and functionalities are provided “AS IS” and “AS AVAILABLE”, without warranty of any kind. Except to the extent prohibited by law, or to the extent any rights apply that cannot be excluded, limited or waived, neither the Company nor any other related party makes any representation or warranty of any kind, whether express, implied, statutory or otherwise regarding the Interfaces or Functionalities, and the Company expressly disclaims and waives all representations and warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment, (ii) arising out of any course of dealing or usage or trade, (iii) that the Site, any other Interface, or Functionalities will be accurate, uninterrupted, error-free or free of harmful components, and (iv) that any content or assets will be secure or not otherwise lost or altered.
To the extent permitted by applicable law, neither the Company nor any of its service providers shall be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, revenues, customers or users, opportunities, goodwill, use, data, content or other assets), even if the Company or service providers have been advised of the possibility of such damages. Additionally, the Company shall not be liable for compensation, reimbursement or damages arising in connection with (i) your inability to use, or any delay in using, the Interfaces or Functionalities, including as a result of any (a) termination of the Terms or your use of or access to the Interfaces or Functionalities, (b) our suspension or discontinuation of any or all of the Interfaces or Functionalities, or (c) any unanticipated or unscheduled downtime of all or a portion of the Site, any interfaces or functionalities for any reason; (ii) the cost of procurement of substitute goods or services; (iii) any investments, expenditures or commitments by you in connection with the Terms or your use of or access to the Interfaces or Functionalities; (iv) any unauthorized access to, alteration or deletion, destruction, damage, loss or failure to store any of your data; (v) any change in value of any crypto-asset; or (vi) any damage, loss or injury resulting from hacking, tampering or other unauthorized access to or use of the Interfaces or Functionalities. To the fullest extent permitted by Applicable Laws, in any case, the Company’s aggregate liability under these Terms shall not exceed USD 100.00 (one hundred United States dollars 00/100).
The aggregate liability limit provided in this Section shall apply cumulatively to all claims, demands, causes of action or actions that the User may have against the Company, regardless of their number or nature, and may not be multiplied, extended or increased by the filing of separate, successive or parallel claims based on the same facts or on substantially related facts.
These Terms and any action, lawsuit, claim or dispute related thereto shall be governed by and construed in accordance with the Arbitration Law of Panama (Law 131 of 2013, or any law that amends, replaces or supersedes it) and the other laws of the Republic of Panama, without regard to its conflict of laws provisions or rules of private international law that could result in the application of the laws of another jurisdiction. Except as otherwise expressly provided in Section 9 “Arbitration Agreement and Class Action Waiver”, the exclusive jurisdiction for all Disputes that you and the Company are not required to arbitrate shall be the courts located in Panama City, Republic of Panama, and You irrevocably waive any objection to jurisdiction, competence and venue in such courts, including any claim of inconvenient forum.
Before You or the Company (collectively, the “Parties”) assert any claim against the other for damages or a remedy of any kind, the Parties agree to make a good faith attempt to resolve the dispute using the following procedures. Each Party agrees that, before initiating or demanding a formal proceeding, the Parties will meet and confer in a good faith effort to informally resolve any claim arising from these Terms of Use or your use of the Site.
To initiate a claim, a Party must, as a condition precedent to participating in the remainder of the dispute resolution process, notify the other Party in writing of the intention to file a complaint. If you intend to initiate such a claim, you must send an electronic communication to the Company at legal@palpito.com with “Complaint Resolution Process” in the subject line, and include the following information:
Email address associated with the account and full name of the user.
Valid official identification.
Detailed explanation of the complaint, accompanied by the supporting documentation and/or information that the user considers relevant.
Specific dates and times associated with the complaint, as applicable.
Specific action or remedy that the user expects from the Company.
Similarly, if the Company intends to initiate such a claim, the Company must send an electronic communication to You with the following information:
Email address associated with the account and full name of the user;
A detailed explanation of the complaint with any supporting documentation or information;
Any specific dates and times associated with the complaint, as applicable; and
The action the Company expects from you.
The Initial Dispute Resolution Process cannot begin without the sending of a written communication containing the information outlined above. After sixty (60) business days have elapsed following the sending of a complaint by one Party to the other, if it included all the required information listed above, and if for any reason the complaint has not been resolved, the complaining Party may then, and only then, pursue a formal claim as provided below.
The Parties shall use their best efforts to resolve any dispute, claim, question or disagreement and engage in good faith negotiations, which shall be a condition precedent to either Party initiating a formal claim as provided in this Agreement. If the Parties do not reach a resolution within the time frame of sixty (60) business days, or any other period of time that may be required by law, from the time all required complaint information is delivered (“Standstill Period”), then either Party may initiate binding arbitration as the sole and exclusive dispute resolution process pursuant to the Binding Arbitration Agreement and Class Action Waiver below, except as expressly provided therein.
To the extent the process described herein is inconsistent with the requirements of the governing jurisdiction, it shall be modified to conform to the laws of such jurisdiction.
The Parties agree that any relevant limitation period shall be tolled during (and for) the Standstill Period.
In the event of any claim or arbitration between the Parties, as set forth below, the Company may, at its sole discretion, in accordance with Applicable Laws and without any liability, temporarily suspend or terminate your account and/or restrict your access to the Site, any other Interface or Functionalities.
This provision is independent of the Contract resolution mechanics set forth in these Terms. The User acknowledges and accepts that the determination of the outcome of any Contract in accordance with such mechanics is final and binding, and shall not be subject to review through the dispute resolution procedures provided in the following section.
Each Contract listed on the Platform shall be subject to specific rules published before the start of trading, which may include, among others, the trading period, the relevant information sources, the resolution and settlement mechanisms, as well as any other applicable terms, conditions and operational mechanisms. The User acknowledges and accepts that it is their responsibility to review such rules before participating in any market.
The Company may use internal mechanisms, decentralized oracles, information sources or any combination of the foregoing for the resolution, determination or verification of the outcomes of each Contract based on the published rules and the information it reasonably considers reliable. Such determination shall be final and binding on the User and shall not be subject to review or challenge, except in the case of a manifest material error, the determination of which shall rest exclusively with the Company.
In exercising the powers provided in this section, the Company shall act in accordance with criteria of reasonableness, consistency and good faith, based on the information objectively available at the time of the determination. The User acknowledges that the nature of the underlying events may give rise to situations of inherent ambiguity, and accepts that the Company’s determination, adopted in accordance with the foregoing criteria, shall be final and binding. The Company shall not be liable for the economic consequences that such determination may have on the User’s positions.
The Company reserves the right to cancel, suspend or modify the resolution of any market when, at its sole discretion, the underlying event is not resolvable, there is ambiguity in its outcome, or the relevant information sources are unavailable or inconsistent.
In the event of cancellation, the Company shall determine the applicable form of settlement, including the total or partial return of funds, in accordance with reasonable and consistent criteria.
Please read this binding arbitration agreement (“Arbitration Agreement”) and class action waiver (“Class Action Waiver” and, together, the “Agreement”) carefully because it requires the Parties to arbitrate certain disputes and claims on an individual basis only and limits the manner in which the Parties may seek relief from each other. Any dispute, claim or controversy arising out of or relating to the Terms, Interfaces or Functionalities, or the breach, termination, enforcement, interpretation or validity of the Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before a single arbitrator.
The arbitration shall be administered by an arbitration center in Panama City, Republic of Panama, in accordance with the applicable rules in force at the time of filing of the dispute, claim or controversy arising out of or relating to the Terms, Interfaces or Functionalities, or the breach, termination, enforcement, interpretation or validity of the Terms. The seat of arbitration shall be Panama City, Republic of Panama, and the arbitration shall be conducted in the Spanish language, unless otherwise agreed between the Parties. The arbitral award shall be final and binding on the Parties and may be enforced before any competent court.
This Arbitration Agreement and Class Action Waiver apply to any claims you may currently possess and any claims that may arise in the future. This clause shall not prevent the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The Parties’ Arbitration Agreement and Class Action Waiver mandate that all past, pending and/or future disputes between You and the Company be resolved by final and binding arbitration on an individual basis only for their own losses. Under these terms, you may not proceed as a class representative, as a member or party of any proposed class, collective action, as a legal representative or under any representative mechanism, qui tam action, and you may not otherwise seek to recover damages or compensation of any kind on behalf of others. You and the Company further agree that any arbitration under this Agreement shall not proceed as a class, group or representative action. Additionally, You acknowledge that your agreement to arbitrate means that you will not be able to seek damages in court or present your case before a jury.
By using, or otherwise accessing the Site, or clicking to accept or agree to the Terms, You confirm that you have read and accept and agree to this Agreement. Except to the extent you may opt out as provided below, all of your activity using the Site, any other Interface or Functionalities, including all events that occurred prior to your acceptance of the Terms, shall be subject to the Agreement.
Except as otherwise provided herein, the Parties agree that any past, pending or future dispute, claim or controversy arising out of or relating to your activity using the Site, any other Interface, or Functionalities, these Terms (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability or arbitrability thereof) (a “Dispute”), shall be ultimately resolved by arbitration, including claims that arose prior to the acceptance of any version of these Terms.
Additionally, in the event of any Dispute concerning or relating to these Terms, including the scope, validity, enforceability or severability of the Arbitration Agreement, as well as the arbitrability of any claims, the Parties agree and delegate to the arbitrator exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections regarding the scope, validity, enforceability or severability of this Agreement or its provisions, as well as the arbitrability of any claims or counterclaims filed as part of the Dispute.
This Agreement shall be binding upon you, your successors, assigns, heirs, representatives, beneficiaries, and any other person or party claiming an interest on your behalf or on behalf of your estate.
The Company also agrees that this Agreement is intended to benefit and shall bind any successor in interest or assignee of the Company.
Notwithstanding the requirement to arbitrate herein, the Parties are NOT required to arbitrate any claims for the allegedly unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets or patents, and the Parties agree that in the event of alleged infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets or patents by a Party, they shall also be entitled to seek legal and injunctive relief, and the Parties may not rely on a user’s access to the Site, any other Interface or Functionalities as a basis for enforcing an arbitration agreement with respect to such claims.
The Parties acknowledge that this Arbitration Agreement is a separate agreement between the Parties and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Site, any other Interface, Functionalities, and/or Privacy Policy shall have no effect on the validity and enforceability of this Arbitration Agreement.
By initiating an arbitration proceeding, a Party certifies, to the best of its knowledge and belief, formed after reasonable inquiry under the circumstances, that: (i) the arbitration proceeding is not being brought for any improper purpose, such as to harass, cause unnecessary delay or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
To the fullest extent permitted by applicable law, You may not proceed in arbitration or court as a class representative, member or party of any proposed class, collective action, action as legal representative or attorney-in-fact, qui tam action or any representative proceeding, or otherwise seek to recover on behalf of others or for the benefit or use of others in any type of claim or action. You agree that you are waiving rights to participate in a class action, and that, by accepting these terms, you waive your right to participate in any future class action or any other consolidated or representative proceeding, including any proceeding existing as of the date you accepted these Terms.
You may opt out of the Arbitration Agreement by following these instructions:
If you do not wish to accept the provisions of this section requiring arbitration, you must send written notice of your intention to opt out. This notice must include your first and last name, email address, telephone number, and state your intention to opt out of arbitration. This notice must be received by the Company at legal@palpito.com no later than thirty (30) days after you entered into these Terms.
If you have previously accepted an arbitration provision in connection with your use of the Site, any other Interface, and/or Functionalities and choose to opt out of this Arbitration Agreement, the most recent version of the arbitration provision to which you agreed shall apply to any Dispute between the Parties.
You hereby agree to take all reasonable steps to conduct further research and consult with legal counsel (at your expense) regarding the consequences of your decisions regarding arbitration and opting out of arbitration.
This Arbitration Agreement applies only to the extent permitted by law. If for any reason any provision of this Arbitration Agreement, or any portion thereof, is found to be unlawful, void or unenforceable, that part of this Arbitration Agreement shall be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement, which shall continue in full force and effect. To the fullest extent permitted by law and equity, the Parties agree that any unenforceable provision may be corrected or otherwise interpreted by the forum presiding over any dispute to give effect to the intent of the Parties as consistent with the overall purpose and intent of the Arbitration Agreement, and may be deemed replaced by an enforceable provision that most closely approximates the intent underlying the unenforceable provision.
The Terms, including any policies that expressly incorporate the Terms by reference, constitute the entire agreement between you and us with respect to the subject matter hereof. The Terms supersede all prior or contemporaneous representations, understandings, agreements or communications between you and us, if any, whether written or oral, regarding the subject matter of the Terms.
Nothing in the Terms shall be construed to create any relationship between you and us other than as defined herein. Neither you nor we are the agent of the other under these Terms or otherwise, and you shall have no right to hold yourself out in any way as having a relationship with us other than as someone using, accessing or otherwise interacting with the Interface and/or Functionalities. Nothing in these Terms shall create a partnership, joint venture, employment, franchise or agency relationship between the Parties.
You agree that you are not permitted to assign or otherwise transfer any of your rights and obligations under the Terms without the Company’s prior written consent, but the Company may assign or transfer the Terms, in whole or in part, without restriction and without the need for notice to or consent of the User. Any assignment or transfer in violation of this Section shall be null and void. Subject to the foregoing, the Terms shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
Our failure to enforce any provision of the Terms shall not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. No waiver of any right under these Terms shall be effective unless in writing and signed by the Company. No waiver by the Company of any breach shall constitute a waiver of any subsequent breach.
If any portion of the Terms is held invalid or unenforceable by a court or competent body, the remaining portions of the Terms shall remain in full force and effect. Any invalid or unenforceable portions shall be interpreted to effect the intent of the original portion to the fullest extent permitted by law. If such construction is not possible, the invalid or unenforceable portion shall be severed from the Terms, but the remainder of the Terms shall remain in full force and effect, and the User agrees to be bound by the remaining provisions.
Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. The Company’s failure or delay in exercising or enforcing any right, power or privilege under these Terms shall not operate as a waiver thereof.
The User acknowledges and accepts that the email address provided at the time of creating their account shall be the primary and official means for the delivery of notices, notifications, communications and any other information related to the Site, the Interfaces, the Functionalities or these Terms.
The User shall be responsible for keeping their contact information up to date, including their email address. The Company shall not be liable for any failure of receipt arising from outdated or incorrect information provided by the User.
Unless otherwise expressly provided, any notice sent by the Company shall be deemed received by the User at the time it is sent to the registered email address.
The Company may use additional means of communication or notice when it reasonably deems it necessary.
The User may provide feedback to us or otherwise send questions and inquiries through some of the Interfaces (“Suggestions”). We welcome Suggestions regarding improvements or updates to the Interfaces or Functionalities, or inquiries about them. We will attempt to review your Suggestions but are not obligated to do so, nor are we obligated to release any modifications or improvements that you send us based on your Suggestions.
The User acknowledges and accepts that we shall own all right, title and interest in and to all Suggestions you submit, without any obligation of compensation to the User. The User represents and warrants that (i) their licensors own all right, title and interest in and to their Suggestions; and (ii) they will not violate any intellectual property or other rights of third parties by providing Suggestions to us, the User being solely responsible for any third-party claim arising from such violation.
You may also contact us with questions, complaints or claims concerning the Functionalities at hola@palpito.com.
Coordinating, colluding or acting in concert with any other person for the purpose of moving, fixing or artificially influencing a Contract price, or otherwise acting to the detriment of market integrity;
Entering or attempting to enter any purchase or sale order that does not result in a change in beneficial ownership, or that is structured or arranged in a manner designed to preserve economic exposure in the same hands while creating the appearance of a transfer of ownership;
Carrying out transactions for manipulative purposes;
Engaging in any conduct that circumvents or attempts to circumvent the exposure of any Contract to open and competitive bidding; or
Any other trading activity that, at the Company’s discretion, is abusive, improper or disruptive.
Exploit the Site, any other Interface, or Functionalities for any unauthorized purpose;
Circumvent or attempt to circumvent any content filtering techniques, security measures or access controls that the Company employs on the Site, including without limitation through the use of VPN or similar measures;
Provide false, inaccurate or misleading information while using the Site, any other Interface, or the Functionalities, or engage in activity that operates to defraud the Company, other users of the Functionalities, or any other person, the User being solely responsible for any damage or loss that such conduct may cause;
Harvest or otherwise collect information from the Site, any other Interface, or the Functionalities for any unauthorized purpose;
Use the Site, any other Interface, or Functionalities in any manner that could disable, overburden, damage or impair the Site, any other Interface, or Functionalities or interfere with any other party’s use or enjoyment of the Site, any other Interface, or Functionalities;
Use the Site, any other Interface, or the Functionalities in any way that is, at our sole discretion, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote or encourage hatred, racial intolerance or violent acts against others;
Use the Site, any other Interface, or the Functionalities for or on behalf of any person residing in a jurisdiction that we have, at our sole discretion, determined to be a jurisdiction where use of the Site, any other Interface, or the Functionalities is prohibited, including all Restricted Jurisdictions;
Reverse engineer, disassemble or decompile the Interfaces or Functionalities or apply any other process or procedure to derive the source code of any software included in the Interfaces or Functionalities, except to the extent that applicable law does not permit this restriction or such rights have been expressly granted to you under a separate license;
Sublicense, sell or otherwise distribute the Interfaces or Functionalities, or any portion thereof;
Use any data mining tools, robots, crawlers or similar data gathering and extraction tools to scrape or otherwise remove data from the Site, any other Interface, or Functionalities;
Use any manual process to monitor or copy any of the material on the Site, any other Interface, or Functionalities or for any other unauthorized purpose without our prior written consent;
Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful to the Site, any other Interface, or Functionalities;
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, any other Interface, or Functionalities, the server(s) on which the Site, any other Interface, or Functionalities are stored, or any server, computer or database connected to the Site, any other Interface, or Functionalities;
Attack the Site, any other Interface, or Functionalities via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Site, any other Interface, or Functionalities; or
In any way violate these Terms.