Terms of Use
Last Updated: September 17, 2026
The websites, applications, and interfaces located at www.over.computer, and any other domain, subdomain, application, or interface that the Company may make available, designate, replace, suspend, or discontinue from time to time, are published, owned, and operated by or on behalf of Over S.A., a corporation (sociedad anónima) organized and existing under the laws of the Republic of Panama, its affiliates and related entities (and any other entity that may operate or provide any part of the Service from time to time) (“Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms,”) govern the user’s (“User,” “you,” “your,”) access to and use of the websites whether accessed via computer, mobile device or otherwise (individually and collectively, the “Website,”) as well as any products and services provided by Company (the “Company Service”) (the Website, together with the Company Service, collectively referred to as the “Service”).
Do not access this Website where such access is prohibited by applicable law. The Services are not offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in the United States of America (collectively, “US Persons”). The Services are likewise not offered to any person or entity who resides in, is a citizen of, is located in, is incorporated in, or has a registered office in any of the Federal Republic of Germany, the Kingdom of Sweden, Hungary, the Kingdom of Thailand, the United Kingdom of Great Britain and Northern Ireland, the French Republic, the Kingdom of Spain, the Republic of Austria, the Kingdom of the Netherlands, the Republic of Singapore, or the Commonwealth of Australia (each, an “Excluded Jurisdiction”), nor to any person under the age of eighteen (18) years or under the age of majority or of legal capacity in that person’s jurisdiction of residence. Moreover, no Services are offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in any Excluded Jurisdiction or Restricted Territory (as defined below, and any such person or entity from a Restricted Territory or Excluded Territory, a “Restricted Person”). We do not make exceptions; therefore, if you are a US Person, a Restricted Person, or a person described in the preceding sentence, then do not attempt to use any of the Services. Use of a virtual private network (“VPN”) to circumvent the restrictions set forth herein is prohibited. The Company may employ geographic blocking, internet protocol address screening, device or network fingerprinting, address or account screening, and any other technical, procedural, or contractual measure to restrict access to the Service. Any such measure is implemented in the Company’s sole discretion, may be added, modified, suspended, or discontinued at any time without notice, and is not represented or warranted to be complete, accurate, or effective. The absence, failure, circumvention, or non-enforcement by you of any such measure does not constitute permission, consent, approval, waiver, or a license to access or use the Service, does not create any right or expectation of access, and does not relieve you of, excuse, or cure any breach of your representations, warranties, covenants, or obligations under this Agreement.
1. ACCEPTANCE OF AGREEMENT
THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE, AND ALL RELATED TOOLS, MOBILE APPLICATIONS, WEB APPLICATIONS, DECENTRALIZED APPLICATIONS, SMART CONTRACTS, AND APPLICATION PROGRAMMING INTERFACES (“APIS”) LOCATED AT ANY OF THE COMPANY’S WEBSITES, INCLUDING WITHOUT LIMITATION, SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO (COLLECTIVELY, THE “PLATFORM”). THESE TERMS SET OUT YOUR RIGHTS AND RESPONSIBILITIES WHEN YOU USE THE PLATFORM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO OBTAINING ACCESS TO ANY CHALLENGE OR EVALUATION, PAYING ANY FEE, SUBMITTING ANY PREDICTION, DECISION, POSITION, PROBABILITY ESTIMATE, OR OTHER INPUT IN A SIMULATED ENVIRONMENT, RECEIVING ANY SCORE, RANK, ASSESSMENT, OR PERFORMANCE RECORD, REQUESTING OR RECEIVING ANY PAYMENT, ACCESSING THE PLATFORM PROGRAMMATICALLY, OR VIEWING ANY HISTORICAL DATA, SCORE, RANKING, STATISTIC, OR INFORMATION ON OTHER ACTIVITIES TAKING PLACE ON THE PLATFORM. EVERY ACCOUNT, BALANCE, POSITION, ORDER, FILL, PROFIT AND LOSS FIGURE, AND RESULT GENERATED THROUGH THE SERVICE IS SIMULATED. NO REAL MONEY, CAPITAL, CREDIT, MARGIN, OR LEVERAGE IS AT ANY TIME PROVIDED TO YOU, HELD FOR YOU, TRADED FOR YOU, OR PLACED ON ANY MARKET, EXCHANGE, OR REFERENCE VENUE ON YOUR BEHALF, AND YOU NEVER ACQUIRE ANY INTEREST IN ANY REAL POSITION, ASSET, ACCOUNT, OR TRADE. ANY FEE YOU PAY IS A REAL PAYMENT FOR ACCESS TO AN EVALUATION AND IS NOT A DEPOSIT, AN INVESTMENT, A STAKE, A WAGER, A TRADING BALANCE, OR THE PURCHASE OF ANY SECURITY, DERIVATIVE, COMMODITY INTEREST, OR MARKET POSITION. NO PAYMENT TO YOU IS GUARANTEED. BY USING THE SERVICE OR ACCESSING THE PLATFORM IN ANY MANNER, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. BY AGREEING TO THESE TERMS, YOU HEREBY CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR THE PLATFORM.
PLEASE BE AWARE THAT THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION (SECTION 13.5) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SECTION 11 LIMITS OUR LIABILITY TO YOU. SECTION 10 CONTAINS RISK DISCLOSURES THAT ARE MATERIAL TO YOUR DECISION TO USE THE SERVICE AND TO PAY ANY FEE, INCLUDING THAT CHALLENGES ARE DEMANDING, THAT MOST PARTICIPANTS DO NOT SATISFY THE CONDITIONS FOR ANY PAYMENT, AND THAT THE COMPANY RETAINS YOUR FEE WHETHER OR NOT YOU DO. THE PROVISIONS PRECEDING SECTION 1 RESTRICT THE PERSONS AND TERRITORIES FROM WHICH THE SERVICE MAY BE ACCESSED.
By clicking, tapping, or otherwise selecting any button, checkbox, or other mechanism indicating your acceptance of these Terms, by accessing, browsing, submitting information to and/or using the Website, or by obtaining access to any Challenge or paying any Fee, in each case whether or not you have read them, you accept and agree to be bound and abide by these Terms, the Challenge Rules, and our Privacy Policy and cookie notice (available at www.over.computer), each incorporated herein by reference, and to comply with all applicable laws including, without limitation, all national, regional, and local tax and tariff laws, regulations, and/or directives. Accordingly, under Article 6 of the General Data Protection Regulation, or “GDPR,” where the GDPR applies to the processing of your personal data, such processing is carried out on the legal bases identified in the Privacy Policy, which may include that the processing is necessary for the performance of a contract with you under Article 6(1)(b), necessary for compliance with a legal obligation to which the Company is subject under Article 6(1)(c), or necessary for the purposes of the legitimate interests pursued by the Company or a third party under Article 6(1)(f). Where the Company relies on consent as a legal basis, that consent will be sought separately and may be withdrawn at any time in accordance with the Privacy Policy. If you do not agree to the Terms, please do not use the Website. The Terms of Use are referred to herein as the “Agreement.”
2. AMENDMENTS
Company reserves the right to amend this Agreement or the Company Privacy Policy described in Section 5 below, at any time and for any reason or no reason, with or without notice to you, as determined by Company in its sole discretion. The Company may require you to affirmatively accept this Agreement, or any amended version of it, as a condition of continued access to the Service, and may condition access on acceptance by electronic means. You consent to the use of electronic records, electronic signatures, and electronic acceptance in connection with this Agreement, and agree that your electronic acceptance has the same force and effect as a handwritten signature. Company will post notice of any amendment on the Service by revising the “Last Updated” date at the beginning of the applicable document. Amendments are binding on users of the Website and the Company Service and will take effect immediately upon posting. You should check this Agreement, and the Company Privacy Policy regularly for updates. By continuing to use the Platform or Service after such notice is provided, you accept and agree to such amendments. If you do not agree to any amendment to any of these agreements, you must stop using the Platform and Service. If you have any questions about the terms and conditions in this Agreement, or the Company Privacy Policy, please contact us at compliance@over.computer.
3. DEFINITIONS AND INTERPRETATION
3.1.
Defined Terms. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:
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“Affiliate” means, with respect to a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by, is under common control, or is in direct contract for the provision of services with such party.
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“Automated Tool” means any bot, script, algorithm, model, artificial intelligence system, agent, or other software or automated process that generates, selects, recommends, submits, modifies, or cancels any input, decision, prediction, or Simulated position, or that otherwise operates an account or accesses the Service, whether or not developed, hosted, or supplied by the Company, and whether or not each individual action is reviewed by a natural person. A reference in this Agreement or in any Challenge Rules to an “Agent” is a reference to an Automated Tool that operates with a material degree of autonomy.
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“Applicable Law” means the laws of the Republic of Panama, as the same may be amended, modified, supplemented, and in effect from time to time during the Term (as defined below).
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“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the Republic of Panama are authorized or required to close.
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“Challenge” means any evaluation, challenge, assessment, competition, or contest made available through the Service, whatever its name, parameters, duration, or Fee, and whether it consists of a single stage or of two or more sequential stages.
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“Challenge Rules” means, in respect of a Challenge, the rules published on the Platform for that Challenge, which set out the Objective Evaluation Threshold and the applicable objective, target, loss limit, drawdown measurement, time limit, minimum activity requirement, scoring methodology, Fee, and the conditions, calculation, cadence, caps, minimums, and limits applicable to any payment, as amended from time to time.
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“Company Platform” means the skill evaluation and assessment service operated, published, or made available by the Company and its Affiliates under the name “Over”, or any other name, brand, or mark used by the Company or its Affiliates from time to time, including, without limitation, any Challenge, evaluation, assessment, competition, scoring, ranking, leaderboard, lifetime or persistent score, performance record, objective, drawdown, or risk-measurement component; any simulated trading or position-keeping environment and any component that references, ingests, calculates, or displays Reference Data; the Platform, the Website, and the Service; any application programming interface or developer tooling; any documentation, learning, or educational material; any competition, promotion, points, or rewards program; and any predecessor, successor, replacement, or modified version of any of the foregoing, together with such other products, features, and services as may be added, modified, suspended, or discontinued from time to time in the sole discretion of the Company and its Affiliates.
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“Fees” means any amount payable by you for access to a Challenge or to any other part of the Service.
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“Objective Evaluation Threshold” means, in respect of a Challenge, the objective criteria published by the Company for that Challenge which must be satisfied in order for that Challenge to be passed. The Objective Evaluation Threshold forms part of the Challenge Rules for that Challenge, and satisfying it is a necessary but not a sufficient condition of any payment.
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“Profile Information” means the information you may be required to provide to us to register for the Service, including as applicable, your name, Wallet address, email, date of birth, residential address, country of residence, nationality, Payout Destination, as well as the username and password that may be required to allow you to access the Service, as such information shall change from time to time.
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“Payout Destination” means any bank account, payment account, electronic wallet, address, key, keypair, credential, token, session, account, or other mechanism nominated by you, or used to access the Service or to authorize or submit instructions through the Service, including any such mechanism (a) provided by a third party, (b) generated, held, stored, or made available by or on behalf of the Company, or (c) generated and held by you, and in each case however provided, secured, or made available, and any successor or replacement thereof.
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“Reference Data” means any price, probability, rate, index, benchmark, settlement, resolution, valuation, or other market or reference data used, ingested, or displayed by the Service, whether sourced from a Reference Venue or any other third party or generated by the Company.
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“Reference Venue” means any third-party market, exchange, prediction market, platform, or data source from which Reference Data is derived.
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“Rule Snapshot” means, in respect of a Challenge, the version of the Challenge Rules, including the Objective Evaluation Threshold, recorded by the Service as being in force at the time you obtained access to that Challenge.
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“Simulated” means conducted in an environment in which no real money, capital, asset, or position is at risk, held, transferred, or acquired, and in which no order is routed to, matched on, or executed at any market, exchange, Reference Venue, or counterparty.
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“User Data” means all information and data relating to you, or generated, submitted, recorded, observed, inferred, or derived in connection with your access to or use of the Service, in each case whether or not it identifies you, including Profile Information; identity, age, residence, nationality, and verification information; payment and Payout Destination information; device, browser, network, internet protocol address, geolocation, and session information; every input, selection, decision, prediction, probability estimate, position, size, timing, order, adjustment, and cancellation you make in a Challenge; every score, rank, objective result, drawdown measurement, performance statistic, track record, and persistent or lifetime score derived from any of them; interaction, usage, telemetry, and analytics records; and all communications with us or with other Users through the Service.
3.2.
Interpretation. References to Sections and Appendices are to be construed as references to the Sections of, and Appendices to, this Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to hereof, herein, hereunder and other similar compounds of the word here shall mean and refer to this Agreement as a whole rather than any particular part of the same. The terms include and including are not limiting. Unless designated as Business Days, all references to days shall mean calendar days. The use of the word “including” in this Agreement to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered. The headings, captions, headers, footers and version numbers contained in this Agreement are intended for convenience or reference and shall not affect the meaning or interpretation of this Agreement.
4. THE SERVICE
4.1.
Purpose of the Website. The Website is provided for the purpose of providing Users access to a skill evaluation and assessment service operated by the Company (the “Company Platform”). The principal purpose of the Company Platform is to measure, score, rank, and record a User’s decision-making performance in a Simulated environment against objective criteria published in advance in the applicable Challenge Rules, and to generate an assessment, a score, and a performance record. The Service does not provide, and is not intended to provide, access to any market, exchange, Reference Venue, trading account, capital, credit, or financial product. Every account, balance, buying power figure, position, order, fill, execution, price impact, fee, funding amount, liquidation, settlement, profit and loss figure, objective, drawdown measurement, and result generated through the Service is Simulated, and every Simulated amount is a notional unit of measurement used for scoring which has no cash value, cannot be deposited, withdrawn, transferred, redeemed, assigned, or used to place any real order, and does not represent money or any other asset held by the Company or by any other person for you. Where the Service uses Reference Data derived from a Reference Venue, that data is used only to score Simulated activity and does not cause any order to be placed, matched, or executed anywhere. The Company is not a broker, dealer, broker-dealer, introducing broker, futures commission merchant, exchange, designated contract market, swap execution facility, trading venue, market maker, prediction market, investment adviser, commodity trading advisor, commodity pool operator, portfolio or asset manager, fund, bank, deposit-taker, payment institution, money services business, money transmitter, custodian, trustee, or insurer, does not hold itself out as any of them, and operates no lottery, sweepstake, raffle, or game of chance; the Service incorporates no element of randomness introduced by the Company.
4.2.
Use of the Website. The Company grants you a non-exclusive license to access and use the Platform including the Website and the data, material, content, or information herein (collectively, the “Content”) solely for your personal use. Your right to access and use the Website shall be limited to the purposes described in these Terms unless you are otherwise expressly authorized in writing by the Company to use the Website for your own commercial purposes. You agree to use the Website only for lawful purposes, comply with all rules governing any transactions on and through the Website and comply with applicable laws.
4.3.
Conditions of Use
4.3.1.
User Representations and Warranties. As a condition to accessing or using the Services, you represent and warrant to Company the following:
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If you are entering into these Terms as an individual, then you have the legal capacity to enter into these Terms and be bound by them. If you are entering these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity.
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You must not be a resident, citizen or agent of, or incorporated in, and do not have a registered office in Afghanistan, Cuba, North Korea, Libya, Iran, Lebanon, China, Central African Republic, Sudan, Syria, Somalia, Venezuela, Yemen, Russia, Myanmar (Burma), the regions of Crimea, Donetsk or Luhansk, the Republic of Panama, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States (collectively, “Restricted Territories”).
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You are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, “Sanctioned Person”).
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You do not intend to transact with any Restricted Person or Sanctioned Person.
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You do not, and will not, use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
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Your access to the Services (a) is not prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, 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 domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Company, you, the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity; and (b) does not contribute to or facilitate any illegal activity.
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You are at least eighteen (18) years of age and have reached the age of majority and of legal capacity in your jurisdiction of residence.
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You have not colluded and will not collude with any other User in respect of any Challenge.
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No input, prediction, or submission you make is based on or contains any material non-public information that you were under any duty not to use or disclose.
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Every statement you have made to the Company as to your identity, age, residence, nationality, location, and eligibility is true, accurate, and complete, and you will notify us immediately if any of them ceases to be so or if you become a Restricted Person.
4.3.2.
User Covenants. As a condition to accessing or using the Services, you acknowledge, understand, and agree to the following:
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From time to time, the Service may be inaccessible or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Company or any of our suppliers or contractors may undertake from time to time; (c) causes beyond Company’s control or that Company could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason.
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We reserve the right to disable or modify access to the Services (such as restricting features of the Services) at any time in the event of any breach of these Terms, including, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason.
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The Service may evolve, which means Company may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in our sole discretion.
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The pricing information and other data provided on the Website does not represent (a) an offer, a solicitation of an offer, or recommendation to enter into, a transaction with Company (other than the payment of fees to Company) or (b) any advice regarding a transaction entered into using the Service.
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Company does not act as an agent for you or any other user of the Service.
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You are solely responsible for your use of the Service, including all inputs, decisions, predictions, and Simulated positions you submit, all Fees you pay, and all consequences of your participation in any Challenge.
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To the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.
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You are solely responsible for reporting and paying any taxes applicable to your use of the Services.
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We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk.
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We or our Affiliates may, from time to time, operate contests, promotions, sweepstakes or other activities or offer referral programs (“Promotions and Referrals”), which may be governed by separate terms and conditions and rules that may contain certain eligibility requirements; and you are responsible for reading all terms and conditions and rules relating to the Promotions and Referrals to determine whether you are eligible to participate. If you choose to enter or participate in any Promotions and Referrals, then you agree to abide by, and to comply with, all terms and conditions and official rules of such Promotions and Referrals.
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If you receive discounts on fees from any Promotions and Referrals that are not subject to separate terms and conditions and rules, then Company reserves the right to add to, modify or eliminate the discounts and any other aspect of such Promotions and Referrals at any time in our sole discretion.
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The Company does not guarantee, and makes no representation as to, the availability, continuity, uptime, latency, throughput, capacity, or performance of the Service or of any component, network, or third party on which it depends, and does not guarantee that any instruction, order, or transaction will be received, accepted, processed, executed, filled, modified, or cancelled.
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Any parameter, limit, control, safeguard, threshold, waiting period, cap, or other protective measure described anywhere in connection with the Service is subject to change or removal at any time in the Company’s sole discretion, and the Company does not undertake to implement, maintain, or continue any such measure.
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You are solely responsible for determining whether your access to and use of the Service is lawful in every jurisdiction that applies to you, and for obtaining any license, registration, authorization, or approval required in connection with your activities.
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The Company may, but is not obligated to, monitor, review, or restrict any activity in connection with the Service, and any decision by the Company to monitor, review, restrict, or decline to act creates no duty to do so on any other occasion and no liability for any failure to act.
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Each Challenge is governed by the Challenge Rules published for it and by the Rule Snapshot recorded when you obtained access to it, and no marketing or promotional material, illustration, example, table, calculator, estimate, projection, social media post, testimonial, affiliate or influencer communication, or support message forms part of this Agreement, describes the Service or any Challenge, varies the Challenge Rules, or may be relied upon by you.
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A Simulated result, score, rank, or performance record does not represent actual trading, is not a verified real-money outcome, does not demonstrate that you could achieve a comparable result with real money, and does not predict any future result.
4.3.3.
Prohibited Uses. By using the Service, you agree that you will not:
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Use the Service in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Service.
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Attempt to gain unauthorized access to any Website account, Wallet or computer systems or networks associated with the Company or the Website.
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Obtain or attempt to obtain any materials or information through the Service by any means not intentionally made available or provided by the Company.
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Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
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Introduce any virus, Trojan horse, worm, logic bomb, or other material which is malicious or technologically harmful.
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Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
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Impersonate or attempt to impersonate the Company, a Company employee, an Affiliate of the Company, or another User or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
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License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on or provided by the Service.
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Modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service.
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Access the Service in order to build a similar or competitive website, product, or service.
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Misrepresent, with omission or otherwise, the truthfulness, sourcing or reliability of any content on the Website.
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Violate any Applicable Laws including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls.
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Use or access the Service to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.
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Engage in improper or abusive trading practices, whether on the Service or on any Reference Venue, including: (a) any fraudulent act or scheme to defraud, deceive, trick, or mislead; (b) trading ahead of another User of the Service or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) spoofing, layering, wash trading, or painting the tape; (h) manipulation; (i) knowingly making any trade for the purpose of creating a price, mark, score, or resolution that does not reflect the true state of the market, including in an illiquid or thinly traded market; (j) exploiting latency or stale, erroneous, or discrepant data, including any difference between a price displayed on the Service and a price on a Reference Venue; (k) entering an order of a size, or at a price, that could not reasonably have been executed on the relevant Reference Venue at that time; (l) taking a Simulated position in a prediction market after the outcome of the underlying event is known or publicly determinable but before that market resolves, or otherwise acting on material non-public information about, or with the ability to influence, the outcome or resolution of an underlying event; or (m) exploiting any bug, error, or vulnerability in the Service, or circumventing any risk parameter, drawdown limit, position or concentration limit, or scoring rule.
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Engage in multi-accounting, collusion, or hedging, including (a) opening, operating, funding, or controlling, directly or indirectly, more than one account, which the Company may determine on the basis of shared identity, device, internet protocol address, payment instrument, Wallet, trading pattern, or other evidence; (b) obtaining additional Challenge attempts through any other person or account; (c) holding offsetting or opposing positions across accounts, with any other evaluation or challenge provider, or on any prediction market, perpetual futures, spot, or other Reference Venue, such that the outcome of a Challenge is not a good-faith demonstration of your own decision-making; (d) copy trading, group trading, or coordinated trading with other Users; (e) permitting any third party to submit inputs through your account, or submitting inputs on behalf of any third party; (f) selling, transferring, or assigning a Challenge, a passed Challenge, or any payment entitlement to another person; (g) providing false, borrowed, synthetic, or machine-generated identity or verification information; (h) initiating a chargeback, payment reversal, or dispute in respect of a Fee properly charged; or (i) using a VPN, proxy, or other means to disguise your location or to access the Service from a jurisdiction in which it is not offered.
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Engage in unauthorized or abusive use of Automated Tools, including (a) using an Automated Tool to submit inputs, operate an account, or access the Service programmatically, except where and to the extent expressly permitted by the applicable Challenge Rules and in compliance with any limit, disclosure, or registration the Company requires, it being understood that your own use of analytical or artificial intelligence tools for research or analysis is not of itself prohibited by this item; (b) deploying multiple Automated Tools, instances, or Automated Tool-controlled accounts to run parallel or repeated Challenge attempts, to search across strategies for a passing result, or otherwise to obtain through volume or variance an outcome that a single good-faith participant could not; (c) using an Automated Tool to perform, automate, or scale any conduct prohibited elsewhere in this Agreement; (d) systematically probing, reverse-engineering, or extracting the Company’s scoring, evaluation, risk, or anti-abuse models, or using the Service, its data, or its outputs to train, fine-tune, test, or benchmark any model or Automated Tool without a license from the Company; (e) manipulating, jailbreaking, prompt-injecting, or otherwise interfering with any artificial intelligence system operated by the Company, or submitting content designed to influence such a system’s assessment of you; (f) misrepresenting activity generated by an Automated Tool as human activity, or the reverse, where the Challenge Rules distinguish between them; or (g) using an Automated Tool to generate request volume or load that degrades the Service or evades its rate limits.
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Attempt to circumvent any content-filtering techniques, security measures or access controls that Company employs on the Website, including through the use of a VPN.
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Encourage or induce any third party to engage in any of the activities prohibited under these Terms.
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Take any step to conceal or misrepresent your location, residence, citizenship, nationality, or place of organization.
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Use the Service to provide investment advice, portfolio or asset management, brokerage, dealing, custody, or any other regulated financial service to any person where doing so would require a license, registration, or authorization that you do not hold.
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Solicit, market, or promote any contribution of Digital Assets by any other person in any manner that violates Applicable Law or that involves any untrue statement of a material fact, any omission of a material fact necessary in order to make the statements made not misleading, or any guarantee or assurance of performance, principal, or return.
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Create, control, coordinate, or benefit from more than one account, or permit any other person to access or operate your account.
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Collude, coordinate offsetting or hedged activity across accounts, wash trade, manufacture volume, self-refer, or otherwise act in concert with any person to affect any score, rank, objective, or payment.
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Exploit or take advantage of any stale, erroneous, delayed, or missing Reference Data, any latency, feed gap, pricing, scoring, or settlement error, any security weakness, or any behaviour of the Service that you know or reasonably ought to know is unintended.
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Manipulate, or attempt to manipulate, any score, rank, leaderboard, objective, drawdown measurement, or payment calculation.
4.4.
User Account Responsibility. User understands and agrees that it is solely responsible for maintaining the security of User’s account and control over any usernames, passwords, public and/or private keys, or any other codes that User uses to access the Service. If you are given or create a password to access the Platform, you are responsible for maintaining the confidentiality of your account and your password. If you use a Wallet to access the Platform, the Company has no way of granting you access to the site if you lose access to, or control of, your Wallet. You are responsible for all activities that occur under your account, and you agree to notify the Company immediately of any suspected unauthorized use of your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account, Wallet. or your password. Any unauthorized access to your account by third parties could result in the loss or theft of funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s).
4.5.
Additional Considerations
4.5.1.
Distributed Ledger Transactions. We neither own nor control any distributed ledger network We may choose to interface with, or any other third-party site, product, or service that Users might access, visit, or use for the purpose of enabling the user to access and utilize the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that a User may suffer as a result of its transactions or any other interaction with any such third parties.
4.5.2.
No Professional Advice or Fiduciary Duties. All information provided in connection with your access and use of the Website and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Website or any other information that we make available at any time, including blog posts, data, articles, links to third party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
4.5.3.
Our Use of Account Information and User Data. You authorize us to use the account information and all other User Data for all purposes related to the Service and as further described in this Section. You grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to host, store, reproduce, copy, adapt, modify, translate, format, combine, analyze, evaluate, classify, tag, label, index, aggregate, anonymize, pseudonymize, transmit, and create derived and derivative works from User Data, and to use User Data and any such derived work, for the purposes of: (a) operating, providing, administering, securing, monitoring, supporting, scoring, verifying, and enforcing the Service and the Challenge Rules; (b) detecting, investigating, and preventing fraud, collusion, manipulation, circumvention, and other prohibited conduct, and complying with Applicable Law; (c) the training, development, testing, evaluation, and benchmarking of models, systems, and Automated Tools, and the development, testing, evaluation, and improvement of products and services, whether of the Company, of any Affiliate, or of any third party; (d) research, statistical, analytical, benchmarking, indexing, and reporting purposes, and the creation, operation, publication, licensing, and other commercialization of datasets, statistics, indices, benchmarks, evaluations, scores, and insights, in each case in identifiable, pseudonymized, aggregated, or anonymized form; (e) developing, testing, improving, and expanding the Service and any other product or service of the Company or its Affiliates; (f) disclosure to, and use by, any Affiliate and any service provider, processor, research partner, commercial counterparty, or successor or acquirer of the Company or of any relevant business or asset, in each case for any purpose described in this Section; and (g) any other purpose disclosed to you at the time of collection or permitted by Applicable Law. This license survives the closure, suspension, or termination of your account, the completion, expiry, or breach of any Challenge, and the termination of this Agreement. As between you and the Company, the Company owns all scores, rankings, ratings, models, methodologies, assessments, statistics, indices, classifications, aggregations, and other outputs that the Company generates from User Data, and all intellectual property rights in them. Where Applicable Law requires your consent to any processing described in this Section, that consent is given by your acceptance of this Agreement and of the Privacy Policy and, where the Company presents a separate consent mechanism for a particular activity, by your use of that mechanism. Any such consent may be withdrawn at any time by the method described in the Privacy Policy. Withdrawal takes effect prospectively only, and does not affect the lawfulness of any processing carried out before withdrawal, any anonymized or aggregated data from which you can no longer be identified, or any model, index, benchmark, dataset, score, or other output already created. Nothing in this Agreement limits or excludes any right you have under mandatory data protection law applicable to you.
4.5.4.
Company Participation; Conflicts of Interest. Every position, order, and result generated through the Service is Simulated. The Company is not the counterparty to any Simulated position, and does not take, hold, route, or pass to any person any real position corresponding to any Simulated position of yours. The Company and its Affiliates may, in their sole discretion and for their own account, benefit, and risk, hold, trade, hedge, invest in, or take positions in any market, instrument, or asset, including any market or Reference Venue from which Reference Data is derived. Any such activity is independent of, and need not correspond in any way to, your Simulated activity or that of any other User; you cannot direct it, have no interest in or claim to it, and should not assume that the Company’s commercial interests are aligned with yours. The Company and its Affiliates may receive fees, payments, proceeds, and other amounts, and may bear losses, in connection with the Service, and the Company retains your Fee whether or not you satisfy the Objective Evaluation Threshold. The Company may develop, operate, publish, and commercialize products, indices, benchmarks, models, scores, environments, evaluations, datasets, training data, and other outputs that are derived from, correlated with, or opposite to Simulated activity on the Service, including the aggregated Simulated activity of Users, in accordance with the license granted in this Agreement in respect of User Data. Nothing in this Agreement or in the operation of the Service creates any partnership, joint venture, agency, advisory, brokerage, or fiduciary relationship between you and the Company, converts your Simulated activity into real trading, or gives you any interest in any position held by the Company.
4.5.5.
Operational Controls. The Company may, at any time, with or without prior notice and in its sole discretion: (a) add, remove, suspend, halt, restrict, or close any market, product, instrument, feature, or functionality; (b) establish, modify, or remove any parameter, requirement, limit, threshold, ratio, rate, cap, or other setting applicable to the Service or to any market, account, position, instruction, or User; (c) suspend, cancel, reject, amend, reverse, unwind, close out, or settle any instruction, order, transaction, position, or exposure, including where the Company believes it resulted from or was affected by any error, malfunction, outage, manipulation, prohibited conduct, or inaccurate, delayed, stale, halted, or manipulated data; (d) determine the price, valuation, or method applied to any such action; and (e) suspend, restrict, delay, or impose conditions or limits on deposits, withdrawals, transfers, or any other activity. Any such action may take effect immediately and may result in the closure, reduction, or loss of your positions, exposures, or Digital Assets. The Company shall have no liability to you in connection with any of the foregoing, including for any loss of profit, loss of anticipated profit, or loss of opportunity.
4.5.6.
Programmatic and Automated Access. The Company may permit access to the Service, and the submission of instructions and transactions, by programmatic or automated means, including through application programming interfaces, keys, credentials, bots, agents, or other software. You are solely responsible for the security, custody, and use of any Wallet or other credential issued to, generated by, or made available to you, and for all activity, instructions, orders, and transactions authorized or submitted through it, whether or not actually authorized by you, and whether submitted by you or by software acting on your behalf. The Company may establish, vary, or remove the scope, permissions, and capabilities of any such access, may impose rate limits, throttling, and other restrictions, and may suspend, revoke, or decline to issue any credential or access, in each case at any time, without notice and in its sole discretion. The Company has no obligation to detect, prevent, investigate, or reverse any unauthorized use.
4.5.7.
Automated Tools; Challenge Tracks. The Challenge Rules for each Challenge state whether and to what extent Automated Tools may be used in that Challenge, and the Company may designate any Challenge, or any track within a Challenge, as one in which no Automated Tool may be used, one in which an Automated Tool may provide research, analysis, or recommendations but you must personally review and affirmatively approve each Simulated position before it is submitted, or one in which an Automated Tool may submit, modify, and cancel Simulated positions autonomously through an interface the Company authorizes. The Company may score, rank, record, and report activity generated by an Automated Tool separately from activity generated by a natural person, may require you to disclose your use of any Automated Tool, and may reassign a Challenge to a different track, close a Challenge, or void any score, rank, or result where it determines that an Automated Tool was used otherwise than as the applicable Challenge Rules permit. Any interface, application programming interface, harness, or sandbox the Company makes available for Automated Tools may be provided on a test, beta, or preview basis and may be limited, reset, suspended, or withdrawn at any time. Any tool, assistant, score explanation, or model output the Company itself makes available is provided for information only, is not advice or a recommendation, and must not be relied upon in deciding whether or how to act. Activity conducted through an Automated Tool in any environment the Company makes available may be used by the Company as training, testing, and evaluation data in accordance with the license granted in this Agreement in respect of User Data, and you have no claim to that data or to anything derived from it. The use of an Automated Tool does not relieve you of responsibility for activity performed through your account, and you are fully responsible for all conduct of any Automated Tool operating on or through your account, including conduct resulting from error or malfunction and whether or not you intended, authorized, or were aware of it.
4.5.8.
Changes to, and Discontinuation of, the Service. The Company may add to, change, replace, migrate, restrict, suspend, wind down, or discontinue the Service or any part of it, including any protocol, product, market, instrument, feature, or blockchain network, at any time and in its sole discretion. The Company is under no obligation to continue to operate or support any version of the Service, to migrate, replicate, or preserve any account, balance, position, interest, order, history, or data, to provide any particular period of notice, or to make any replacement or successor service available to you. You are solely responsible for monitoring any announcement and for closing your positions and withdrawing your Digital Assets before any discontinuation takes effect, and the Company shall have no liability for any loss arising from your failure to do so or from any change, migration, restriction, wind-down, or discontinuation, including where positions are closed, settled, or liquidated in connection with it. This Agreement applies to your use of the Service in each version and form in which it is made available to you, and supersedes any terms of use previously published by the Company or any of its Affiliates in respect of the Service, whether or not the entity named in those terms is the entity named in this Agreement.
4.5.9.
Simulated Environment; Forward-Looking Materials. The Service operates as a Simulated environment and the Company may in addition make available test, development, sandbox, demonstration, preview, beta, or trial features, environments, or materials. Any such environment, feature, or material, and every score, balance, position, objective, statistic, illustration, projection, model output, roadmap, forecast, or other forward-looking statement made available on or through the Service, is provided for evaluation, scoring, illustration, or information only, is not a commitment, promise, representation, warranty, or guarantee as to any present or future fact, outcome, feature, availability, or result, and may be inaccurate, incomplete, superseded, reset, discontinued, or withdrawn at any time without notice. Data, scores, balances, positions, and results in any such environment may be modified, recalculated, re-scored, voided, or deleted at any time, and no such figure creates any entitlement of any kind. You must not rely on any such environment, feature, material, or statement in deciding whether to use the Service, whether to pay any Fee, or how to act on it, and the Company is under no obligation to develop, release, maintain, or continue any feature described in any forward-looking material.
4.5.10.
Fees. The Fee for a Challenge is that displayed at the point of purchase and stated in the applicable Challenge Rules. A Fee is a one-time payment for access to one evaluation for one User. The Fee purchases a Challenge: a Simulated, rules-based evaluation of your decisions, with a fixed expiry, in the markets that Challenge references. The Fee is the price of that evaluation. Once a Challenge has begun, the Company has earned the Fee whether you pass or not, and the Fee is not returned on the basis of your result. ONLY PAY A FEE YOU CAN AFFORD TO LOSE IN FULL. It is not, and must not be understood as, a deposit, an investment, a subscription, a stake, a bet, a wager, a contribution to any pool or prize fund, a trading balance, a loan, an advance, or the purchase of any security, derivative, swap, commodity interest, option, insurance product, or market position, and it confers no right to employment, to capital, to a real trading account, or to any payment. You authorize the Company and its payment providers to process the total amount displayed when you confirm a purchase, and available payment methods may vary by territory, provider, and risk control. Where payment is made in a digital asset, the amount due is converted at the rate quoted at the time of payment, you pay network fees in addition, and you must send only the exact asset, network, address, and amount requested. Except where a refund is required by Applicable Law, all Fees are final and non-refundable in all circumstances, including where a Challenge is purchased in error, is never started, is abandoned, breaches a limit, expires, or is closed under the Challenge Rules, and whatever the outcome. If you are a consumer resident in the European Economic Area or the United Kingdom, you may have a statutory right to withdraw from a distance contract for digital content or digital services within fourteen (14) days without giving a reason; the Service consists of digital content and digital services supplied immediately, and by purchasing access to a Challenge and requesting immediate access you expressly consent to the immediate performance and supply of the Service before the withdrawal period expires and acknowledge that you thereby lose that statutory right of withdrawal in respect of that supply. Where Applicable Law so requires, the Company will ask you to make that express request and to give that acknowledgement by a separate affirmative act at the point of purchase or immediately before your first Simulated position in a Challenge, and will provide confirmation of the contract on a durable medium. Where you have done so and the Challenge has begun, no refund is due on the basis that you did not satisfy the Objective Evaluation Threshold, that you breached the Challenge Rules, that the Challenge expired, or that you changed your mind. Nothing in this Agreement limits any statutory guarantee of conformity or any other mandatory consumer right available to you. All Fees are exclusive of any tax, duty, or levy, which is your responsibility. If a Fee is reversed, charged back, or disputed, the related access is revoked, and where access has been used we may close the Challenge, void its results and scores, and suspend or cancel any pending or unpaid amount.
4.5.11.
The Challenge Rules and the Rule Snapshot. Each Challenge is governed by the Challenge Rules published by the Company for that Challenge, which are incorporated into this Agreement and form part of it. The Challenge Rules for a Challenge, including its Objective Evaluation Threshold, are made available to you before you obtain access to that Challenge, and you must read them before you do so. Where this Agreement and the Challenge Rules conflict on a legal or contractual question, this Agreement prevails; the applicable Rule Snapshot governs the calculation of scores, objectives, breaches, and payment conditions for the Challenge to which it relates. When you obtain access to a Challenge, the Service records the Rule Snapshot, and that Challenge is assessed under its Rule Snapshot for its duration notwithstanding any later change to the published Challenge Rules. The Company may change the Challenge Rules, including the Objective Evaluation Threshold, at any time and in its sole discretion, and any such change applies only to a Challenge to which access is obtained after the change takes effect. The Company may apply a changed rule to a Challenge already in progress only where reasonably necessary to correct a manifest error, to comply with Applicable Law or a regulatory requirement, or to address a material risk, security, fairness, or integrity issue; such a change may alter an objective, a limit, or a drawdown measurement, and may as a result cause a Challenge to breach a limit. Where practicable the Company will notify affected Users of a materially adverse change of that kind and provide any remedy required by Applicable Law. The Company will not apply such a change for the purpose of avoiding a payment that has already been validly earned under the applicable Rule Snapshot. The Challenge Rules and the Objective Evaluation Threshold are the only description of how a Challenge is passed or failed, and no other material describes, varies, or supplements them.
4.5.12.
Challenge Objectives; Expiry and Forfeiture. Progress against the Objective Evaluation Threshold is measured on the basis stated in the applicable Rule Snapshot. Unless that Rule Snapshot expressly provides otherwise, only a realized Simulated result counts towards the Objective Evaluation Threshold and an unrealized mark-to-market Simulated gain does not, and the Company has no obligation to assess a Challenge, or any stage of a Challenge, while any Simulated position or pending instruction in it remains open. Every Challenge has a fixed expiry stated in its Rule Snapshot. A Challenge that breaches a loss limit or a drawdown rule closes immediately, and a Challenge whose Objective Evaluation Threshold has not been satisfied by expiry closes as failed. In either case the Challenge ends, any unpaid Simulated profit in it is forfeited, no payment is or becomes due, and the Company retains the Fee.
4.5.13.
Challenges Are Demanding and Most Users Do Not Succeed. A Challenge is a test. The Objective Evaluation Threshold, the loss limits, the drawdown measurements, the time limits, and the minimum activity requirements are set in order to distinguish disciplined decision-making from chance, and the Company models, tests, and calibrates in advance the proportion of Users expected to satisfy them. Most Users do not satisfy the conditions for a payment. A Challenge that breaches its loss limit or drawdown closes, and any unpaid Simulated profit in it is forfeited. The Company retains your Fee whether or not you succeed, and therefore benefits financially when you do not. Substantial market experience does not guarantee success, and success in one Challenge does not predict success in another. A Challenge measures decision-making under the Company’s rules and scoring methodology, and not real-world profitability; performance under that methodology may differ substantially from the result you would obtain trading real money on a live venue, where liquidity, fees, slippage, counterparty risk, and your own responses to real losses all apply. Passing a Challenge is not a representation by the Company that you are, or will become, a profitable trader. The Service is not suitable for anyone who does not understand event and prediction markets, the instruments referenced, or the specific Challenge Rules applicable to the Challenge purchased. ONLY PAY A FEE YOU CAN AFFORD TO LOSE IN FULL.
4.5.14.
Payments to Users; No Balance Held. Where the Challenge Rules provide for a payment to a User, that payment is a conditional payment made by the Company from its own resources in recognition of a Simulated performance result measured, in whole or in part, by reference to Reference Data derived from real markets. It is not, and does not represent, the proceeds, profit, distribution, or settlement of any trade, position, hedge, wallet, account, or investment, is not a share of any pool or fund contributed by Users, and gives you no ownership of, interest in, or claim to any asset, revenue, position, or account of the Company or of any other person. Obtaining access to a Challenge does not guarantee, promise, or entitle you to any payment. Any payment is subject to, and is not due until the Company has confirmed, satisfaction of every objective, minimum, cap, cadence, buffer, reserve, flat-position, and other condition in the applicable Rule Snapshot; your compliance with this Agreement; completion of identity, age, residence, sanctions, eligibility, and anti-money-laundering verification; provision of any required tax documentation; a fair-play, anti-fraud, risk, and data-integrity review; territorial and legal availability; the absence of any payment, data, scoring, or system error; and any deduction, withholding, or reporting required by Applicable Law. A displayed Simulated balance, Simulated profit, score, rank, objective progress indicator, payment estimate, eligibility indicator, pending request, or approval status is an indicative display only; it is not money, a bank balance, a custodial asset, client money, an executable quote, a debt owed to you, or cash held for you, and it does not of itself create any payment obligation of the Company. The Company holds no account, balance, float, deposit, reserve, or entitlement for you, and no amount accrues to you or becomes your property, unless and until it has become payable under the applicable Rule Snapshot and has actually been paid. The Company may withhold, suspend, reduce, reverse, set off, cancel, or declare forfeit any amount otherwise payable to you, and may void any score, rank, result, or Challenge, where it reasonably suspects a breach of this Agreement or the Challenge Rules, a misrepresentation, prohibited conduct, an exploitation of an error, latency, or vulnerability, or a sanctions or eligibility concern, or where withholding is required or permitted under Applicable Law; and where a Challenge breaches a limit under its Rule Snapshot, any unpaid Simulated profit is forfeited. The Company will not withhold an amount that Applicable Law requires it to pay. You are responsible for providing and verifying an accurate and eligible Payout Destination that you own and control, and the Company may make any payment by any method, in any currency or digital asset, and through any provider that it selects.
4.5.15.
Venue Independence. The Company is independent of, and is not affiliated with, sponsored by, endorsed by, licensed by, administered by, or connected with, any Reference Venue. Any reference on the Platform to the name, market, market identifier, price, probability, resolution, or trade mark of any Reference Venue is for identification and Reference Data purposes only and does not imply any relationship, sponsorship, endorsement, or approval. Your use of the Service creates no relationship between you and any Reference Venue and gives you no right, interest, claim, or position at, on, or against any Reference Venue.
4.5.16.
Scores, Rankings, and Public Display. The Company determines, calculates, and records every score, rank, result, statistic, performance record, classification, designation, and status generated in connection with your use of the Service, using its own methodology, which it may change at any time. The Company may display, publish, and otherwise make available any of them, together with any username, handle, or other identifier you have selected, on the Platform, on any leaderboard, ranking, index, benchmark, or comparison the Company or any Affiliate operates, and in research, promotional, and other materials, and may continue to do so after a Challenge has ended and after your account is closed. A designation or classification the Company applies to you or to your activity, including one indicating the accuracy, consistency, or predictive value of your inputs and whether favorable or unfavorable, is the Company’s own assessment generated under its methodology for the operation of the Service, is not a statement of fact about you, your abilities, or your conduct outside the Service, and must not be relied upon by you or by any other person for any purpose. The Company may add, change, correct, recalculate, withhold, suspend, or remove any score, rank, designation, or display at any time, and is under no obligation to display, to continue to display, or to preserve any of them. You may ask the Company to stop displaying your username or other identifier in connection with any public display, by the method described on the Platform, and the Company will give effect to any right you have under mandatory Applicable Law; the Company may nevertheless continue to use the underlying User Data as permitted by this Agreement and to display the relevant score, rank, or designation on an anonymized or pseudonymized basis.
4.5.17.
Referral and Promotional Programs. The Company may operate referral, affiliate, influencer, and promotional programs under which a third party receives a fee, commission, or other consideration for introducing Users to the Service. Any such program is governed by separate terms between the Company and the participant in that program, and creates no right, benefit, or entitlement in your favor. The Company does not operate, and nothing in this Agreement creates, any arrangement under which a User is entitled to a share of the revenue, profit, or proceeds of the Company or any Affiliate, or to any distribution, dividend, or return. You do not access the Service with any expectation of profit derived from the entrepreneurial or managerial efforts of the Company, no Fee is paid as or for an investment, and neither the Service nor any Challenge is intended by the parties to constitute an investment contract, a security, a security-based swap, a swap, a commodity interest, a commodity pool, a collective investment scheme, a partnership, or a profit-sharing arrangement; this sentence records the parties’ intention and understanding and does not purport to determine the characterization of any arrangement under Applicable Law. No statement made by any referrer, affiliate, influencer, or other third party about the Service, any Challenge, any likelihood of passing, or any amount that may be earned is made by or on behalf of the Company, forms part of this Agreement, or may be relied upon by you.
4.6.
License. Subject to this Agreement, the Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely for your own use, and solely as permitted by and in compliance with the Terms and Applicable Law. Such limited license may be revoked at any time in the Company’s sole discretion. For example, We reserve the right to remove, reclaim, or change a username you select if We determine that such username is inappropriate, obscene, or otherwise objectionable.
4.7.
Restrictions. Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to this Agreement. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof. You will not use the Website or Service for any illegal purpose.
4.8.
Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof.
4.9.
No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Website or Service.
4.10.
Account Suspension. User agrees that Company has the right to immediately pause or cancel User’s access to the Service, Website, and the Platform at any time, with or without cause and with or without notice, including where Company believes, in its sole discretion, that (a) User’s account is being used for any illegal activity; (b) User has engaged in fraudulent, abusive, or manipulative activity; (c) User has engaged in transactions in violation of these Terms of Use; (d) User is or may be a US Person, a Restricted Person, or a Sanctioned Person, or is accessing the Service from a Restricted Territory; or (e) such action is necessary or advisable to comply with Applicable Law, to protect the Company, the Service, or any other User, or to preserve the integrity or solvency of any market. The Company shall have no liability to User for any such pause, suspension, restriction, or cancellation, including for any position that is closed, settled, or liquidated as a result, and User remains responsible for all obligations incurred prior to and arising from any such action.
4.11.
Affiliates. The rights, duties and/or obligations of Company under this Agreement may be exercised and/or performed by Company and/or any of Company’s Affiliates, or any of their subcontractors and/or agents. Company acknowledges and agrees that it shall be solely responsible for the acts or omissions of Company’s Affiliates, and any subcontractor or agent of Company or any of Company’s Affiliates, related to the subject matter hereof. You agree that any claim or action arising out of or related to any act or omission of any of Company or Company’s Affiliates, or any of their respective subcontractors or agents, related to the subject matter hereof, shall only be brought against Company, and not against any of Company’s Affiliates, or any subcontractor or agent of Company or any of Company’s Affiliates.
5. PRIVACY
You agree to Company’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. The Privacy Policy describes how we collect, use, and disclose information provided by you. By using the Website or Service, you agree to, and are bound by, the terms of the Privacy Policy. Your acceptance of this Agreement constitutes your acceptance of the Privacy Policy and, where Applicable Law requires your consent to any processing described in it, your consent to that processing, in each case as further described in Section 4.5.3 (Our Use of Information and User Data). The Privacy Policy may be amended in accordance with Section 2, and your continued use of the Website or the Service after an amendment is posted constitutes your acceptance of it. If you do not accept the Privacy Policy, you must not access or use the Website or the Service.
6. COMMUNICATION WITH USERS
You affirm that you are aware and acknowledge that the Platform is intended to operate on a non-custodial basis with respect to any money, digital asset, or other property of yours, and is designed to be accessible by Users directly. The Company does not accept, hold, custody, safeguard, pool, invest, or administer any money, digital asset, or other property of yours; does not maintain any account, balance, float, deposit, or reserve for you; does not hold, generate, secure, or make available any credential, key, or signing mechanism used to authorize, sign, or submit any transaction for you or on your behalf; and does not execute, route, transmit, match, clear, or settle any order at or with any market, exchange, Reference Venue, or counterparty for you or on your behalf. You further acknowledge that the Company and its Affiliates operate and maintain infrastructure, systems, and services that enable the Service and perform operational functions in connection with them, including the recording of your inputs, the calculation of scores, evidence, and objectives, and the administration of Challenges, and that the foregoing is a description of intended design and not a representation, warranty, guarantee, or covenant as to the security, integrity, custody status, or continued operation of any system. The Company does not undertake to hold any money, digital asset, or other property of yours on trust or as a fiduciary. If you choose to provide a method of communication to the Company, it is your responsibility to provide us with a true, accurate and complete e-mail address and contact information, and you consent to receive any and all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) electronically. You understand and agree that if the information you provide is incorrect or you are otherwise unable to receive Communications, Company will be deemed to have provided the Communications to you. You further agree that we may provide Communications to you by posting them on the Website, by emailing them to you at the email address you provide, if any.
7. THIRD-PARTY LINKS, PRODUCTS AND APPLICATIONS
7.1.
Third-party Sites. The Website may contain links to websites controlled or operated by persons and companies other than the Company (“Linked Sites”), including but not limited to any sites related to Web3 projects, Twitter, Instagram, TikTok, Discord, Reddit, and Medium. Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support the Company or are identified on the Website, including any delivery of and payment for goods and services. The Company does not store any information shared with a Linked Site and is not responsible for any personally identifiable information shared with any Linked Site.
7.2.
Third-party Applications. You acknowledge that your access and use of any third-party applications or software on our Website and Service, such as Know Your Customer “KYC” verification software (the “Third-Party Applications”), is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-Party Applications. The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-Party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-Party Applications. The Company is not responsible for any personally identifiable information shared with any Third-Party Applications.
7.3.
Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, our partners or any other third party or any Third-party Links and Applications).
8. INTELLECTUAL PROPERTY
8.1.
Company Intellectual Property. User acknowledges and agrees that Company (or, as applicable, our licensors) own all legal right, title, and interest in and to all elements of the Platform. The Company logo, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Company Materials”) are owned by the Company. The Website, Platform, Company Materials, and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Website or Content in any manner, except as expressly permitted by the Company in these Terms. The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or the applicable owner. Except as expressly set forth herein, User’s use of the Platform does not grant User ownership of or any other rights with respect to any content, code, data, or other materials that User may access on or through the Platform. Company reserves all rights in and to the Company Materials not expressly granted to Users in the Terms.
You may not use any Company Content to link to the Website or Content without our express written permission. You may not use framing techniques to enclose any Company Content without our express written consent. In addition, the look and feel of the Website and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of the Company.
8.2.
Non-Company Intellectual Property. Outside the Company Materials, all other trademarks, product names, logos, and similar intellectual property on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, the name, market identifier, and trade marks of any Reference Venue, and of any data, analytics, verification, or payment provider, are the property of their respective owners, are used on the Platform for identification and Reference Data purposes only, and may not be used by you without the owner’s permission; their appearance does not imply any endorsement of, or association with, the Company.
8.3.
User-Generated Content
8.3.1.
Responsibility for User-Generated Content. You are solely responsible for the content of, and for any harm resulting from, any content that you post, upload, link to or otherwise make available via the Website, the Service, or any Linked Site, regardless of the form of that content (“User-Generated Content”). We are not responsible for any public display or misuse of User-Generated Content. We have the right (though not the obligation) to refuse, remove, or request the removal of any User-Generated Content that, in our sole discretion, violates any Company terms or policies.
8.3.2.
Ownership of Content & Right to Post. If you are posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any content you post; that you will only submit content that you have the right to post; and that you will fully comply with any third-party licenses relating to content you post.
8.3.3.
License Grant to Use. We need the legal right to do things like host User-Generated Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display your content, and make incidental copies as necessary to render the Website and provide the Service. The license granted in this Section is in addition to, and does not limit, the license granted to the Company in respect of User Data in the Section headed “Our Use of Account Information and User Data” above.
8.3.4.
Moral Rights. You retain all moral rights to the content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution.
8.3.5.
Right to Use. To the extent this agreement is not enforceable by applicable law, you grant Company the rights we need to use your content without attribution and to make reasonable adaptations of User-Generated Content as necessary to render the Website and provide the Service.
8.4.
Digital Millennium Copyright Act Compliance
8.5.
Notification. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website or Service infringes your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
(a)
a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b)
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service;
(c)
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
(d)
information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e)
a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(f)
a statement that the information in the notification is accurate;
(g)
under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.
(h)
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
8.4.2
Counter Notification. If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
(a)
a physical or electronic signature;
(b)
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c)
a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(d)
adequate information by which we can contact you, including your name, address, and telephone number; and
(e)
a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
The Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:
OVER SA
Attn: Compliance
Blvd. Costa del Este, P.H. Financial Park Tower, 17th Fl
Panama City, Panama 080808
Email: compliance@over.computer
A summary of the DMCA can be obtained from the U.S. Copyright Office.
9. INDEMNIFICATION
You agree to release, indemnify, and hold harmless the Company and its Affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Platform, the Website, or Service; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; and (e) any and all financial losses you may suffer, or cause others to suffer, due to the Service. The Company may, at its option and at your expense, assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Company in asserting any available defence. You will not settle any such matter without the Company’s prior written consent.
10. ASSUMPTION OF RISK
10.1.
SIMULATED PERFORMANCE AND MARKETS. YOU REPRESENT, WARRANT, AND ACKNOWLEDGE THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH A SIMULATED EVALUATION ENVIRONMENT AND HYPOTHETICAL RESULTS. THEY HAVE INHERENT LIMITATIONS. AS TO YOU THEY DO NOT INVOLVE REAL MARKET EXPOSURE, REAL CAPITAL AT RISK, REAL CUSTODY, REAL COUNTERPARTY OR SETTLEMENT RISK, REAL FINANCING OR MARGIN COST, REAL TRADING PSYCHOLOGY, OR ALL OF THE LIQUIDITY, CAPACITY, MARKET-IMPACT, AND EXECUTION EFFECTS THAT A REAL PARTICIPANT WOULD FACE, AND THEY DEPEND ON SIMPLIFYING ASSUMPTIONS AND ON THE COMPANY’S OWN MODELS, WHICH MAY NOT HOLD IN ANY REAL ACCOUNT. ALL SIMULATED FILLS, SPREADS, SLIPPAGE, FEES, FUNDING, PRICE IMPACT, LEVERAGE EFFECTS, LIQUIDATIONS, SETTLEMENTS, AND POSITION VALUES ARE GENERATED BY THE COMPANY’S OWN MODELS AND RULES AND MAY DIFFER MATERIALLY FROM ANY EXECUTABLE REAL-WORLD TRANSACTION OR FROM A REFERENCE VENUE’S OWN CALCULATION. A STRONG SIMULATED RESULT, A HIGH RANK, A FAVORABLE SCORE, OR A SUCCESSFUL CHALLENGE DOES NOT DEMONSTRATE THAT YOU COULD ACHIEVE A COMPARABLE RESULT WITH REAL MONEY AND DOES NOT PREDICT ANY FUTURE RESULT.
10.2.
NON RELIANCE; YOUR OWN DECISIONS. YOU FURTHER REPRESENT, WARRANT, AND ACKNOWLEDGE THAT: (A) YOU HAVE MADE YOUR OWN INDEPENDENT INVESTIGATION AND ASSESSMENT OF THE SERVICE AND OF EACH DECISION, TRANSACTION, POSITION, AND ACTIVITY YOU UNDERTAKE, AND HAVE NOT RELIED ON, AND WILL NOT RELY ON, ANY STATEMENT, REPRESENTATION, INFORMATION, DATA, DOCUMENTATION, MATERIAL, OR COMMUNICATION OF ANY KIND MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY OR ANY AFFILIATE, OTHER THAN THE EXPRESS TERMS OF THIS AGREEMENT; (B) WITHOUT LIMITING THE FOREGOING, NO PRICE, INDEX, BENCHMARK, VALUATION, RATE, OR OTHER DATA, AND NO DOCUMENTATION, TECHNICAL MATERIAL, LEARNING OR EDUCATIONAL MATERIAL, TUTORIAL, ILLUSTRATION, WORKED EXAMPLE, PERFORMANCE FIGURE, RANKING, LEADERBOARD, GOVERNANCE OR PROPOSAL MATERIAL, BLOG, FORUM, SOCIAL-MEDIA, OR OTHER COMMUNICATION, CONSTITUTES ADVICE, A RECOMMENDATION, AN ENDORSEMENT, A SOLICITATION, AN ASSURANCE, OR ANY PREDICTION OR GUARANTEE OF RESULTS, OR MAY BE RELIED UPON AS SUCH; (C) THE COMPANY DOES NOT ASSESS, AND HAS NO OBLIGATION TO ASSESS, WHETHER THE SERVICE OR ANY ACTIVITY IS SUITABLE OR APPROPRIATE FOR YOU, OR YOUR KNOWLEDGE, EXPERIENCE, SOPHISTICATION, FINANCIAL POSITION, OBJECTIVES, OR CAPACITY TO BEAR LOSS; (D) YOU HAVE THE KNOWLEDGE AND EXPERIENCE NECESSARY TO EVALUATE THE RISKS OF YOUR ACTIVITIES AND THE FINANCIAL CAPACITY TO BEAR A TOTAL LOSS OF ALL AMOUNTS AND DIGITAL ASSETS YOU COMMIT; AND (E) ALL DECISIONS YOU MAKE IN CONNECTION WITH THE SERVICE ARE YOURS ALONE, AND THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY OF THEM OR FOR ANY RESULTING LOSS, WHETHER OR NOT THE COMPANY OR ANY AFFILIATE MADE AVAILABLE ANY INFORMATION, DATA, OR MATERIAL RELATING TO THE SUBJECT MATTER OF THE DECISION.
10.3.
Company is Not Responsible for Technical, Scoring, or Data Errors. COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO ANY MAINTENANCE, DOWNTIME, LATENCY, DEGRADATION, OUTAGE, DATA-FEED FAILURE, SOFTWARE OR SCORING ERROR, SECURITY INCIDENT, LOSS OF DATA, OR INTERRUPTION OF ANY THIRD-PARTY DEPENDENCY, OR DUE TO ANY FEATURE OR FAILURE OF ANY DISTRIBUTED LEDGER NETWORK OR OTHER THIRD-PARTY SYSTEM WITH WHICH THE COMPANY MAY INTERFACE, INCLUDING LATE, INCOMPLETE, OR INCORRECT REPORTING BY ANY DEVELOPER, PROVIDER, OR REPRESENTATIVE, OR NO REPORTING AT ALL. RISK CONTROLS MAY PAUSE REGISTRATION, PURCHASES, CHALLENGE ACTIVITY, SCORING, OR PAYMENTS AT ANY TIME. THE COMPANY MAY CORRECT, RE-PRICE, RE-SCORE, RECALCULATE, VOID, REVERSE, OR UNWIND ANY ERRONEOUS SIMULATED QUOTE, FILL, SETTLEMENT, BALANCE, SCORE, RANK, RESULT, OBJECTIVE DETERMINATION, PAYMENT REQUEST, OR PAYMENT; DEPENDING ON THE CIRCUMSTANCES THE REMEDY FOR AN ERROR AFFECTING YOU MAY BE A CORRECTION, A RESTART, A REPLACEMENT ACCESS, OR A CREDIT RATHER THAN THE SIMULATED GAIN THAT WAS DISPLAYED, AND A REFUND IS PROVIDED ONLY WHERE REQUIRED BY APPLICABLE LAW. THE COMPANY’S SERVER-SIDE RECORDS PREVAIL OVER ANY TRANSIENT DISPLAY, SUBJECT TO YOUR RIGHT TO ASK THE COMPANY TO REVIEW A SUSPECTED ERROR AND TO ANY RIGHT YOU HAVE THAT CANNOT LAWFULLY BE WAIVED.
10.4.
The User Acknowledges the Risks of the Platform. YOU ACKNOWLEDGE THAT THE PLATFORM IS SUBJECT TO FLAWS AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ANY INFORMATION PROVIDED BY THE PLATFORM. THIS WARNING AND OTHERS PROVIDED IN THIS AGREEMENT BY COMPANY IN NO WAY EVIDENCE OR REPRESENT AN ONGOING DUTY TO ALERT YOU TO ALL OF THE POTENTIAL RISKS OF UTILIZING OR ACCESSING THE PLATFORM. THE PLATFORM MAY EXPERIENCE SOPHISTICATED CYBER-ATTACKS, UNEXPECTED SURGES IN ACTIVITY OR OTHER OPERATIONAL OR TECHNICAL DIFFICULTIES THAT MAY CAUSE INTERRUPTIONS TO OR DELAYS ON THE PLATFORM. YOU AGREE TO ACCEPT THE RISK OF THE PLATFORM FAILURE RESULTING FROM UNANTICIPATED OR HEIGHTENED TECHNICAL DIFFICULTIES, INCLUDING THOSE RESULTING FROM SOPHISTICATED ATTACKS, AND YOU AGREE NOT TO HOLD US ACCOUNTABLE FOR ANY RELATED LOSSES. THE COMPANY WILL NOT BEAR ANY LIABILITY, WHATSOEVER, FOR ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY VIRUSES THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING OR OTHER ATTACK.
10.5.
Company Does Not Make Any Representations Regarding the Accuracy of Scores, Rankings, or Displayed Values. THE SERVICE IS A NOVEL PRODUCT AND THE ACCURACY OF THE INFORMATION CONTAINED ON THE PLATFORM OR PROVIDED THROUGH THE SERVICE IS NOT GUARANTEED. EVERY DISPLAYED PRICE, PROBABILITY, BALANCE, BUYING POWER FIGURE, PROFIT AND LOSS AMOUNT, SCORE, RANK, OBJECTIVE PROGRESS INDICATOR, DRAWDOWN MEASUREMENT, PAYMENT ESTIMATE, ELIGIBILITY INDICATOR, AND STATUS IS AN ESTIMATE THAT MAY CHANGE FOLLOWING RECONCILIATION, CORRECTION, OR REVIEW, AND IS NOT A BANK BALANCE, A CUSTODIAL ASSET, AN EXECUTABLE QUOTE, OR A PROMISE TO PAY. A FAVORABLE SIMULATED MARK MAY RAISE A TRAILING MEASUREMENT THAT DOES NOT FALL BACK IF THE MARK REVERSES, WITH THE RESULT THAT A CHALLENGE MAY BREACH A LIMIT WITHOUT ANY FURTHER ACTION BY YOU. PRICES AND PROBABILITIES IN THE MARKETS FROM WHICH REFERENCE DATA IS DERIVED CAN MOVE SHARPLY AND WITHOUT WARNING, GAP, BECOME ILLIQUID, BE SUSPENDED, BE CANCELLED, BE REVISED, OR RESOLVE OR SETTLE UNEXPECTEDLY OR CONTRARY TO EXPECTATION, AND A REFERENCE VENUE MAY PAUSE, VOID, AMEND, OR RESOLVE A MARKET WITH THE COMPANY RECEIVING THAT INFORMATION LATE, INCOMPLETELY, OR INCORRECTLY. WHERE THE SERVICE SIMULATES LEVERAGE, IT CAN AMPLIFY SIMULATED GAINS AND LOSSES AND CAN CAUSE A CHALLENGE TO BREACH A LIMIT VERY QUICKLY. THE COMPANY IS UNDER NO OBLIGATION TO CORRECT, RESTATE, OR COMPENSATE FOR ANY SUCH FIGURE.
10.6.
Reference Data and Oracle Services. The Service may rely on prices, indices, benchmarks, rates, valuations, and other reference or market data, and on oracle, data-feed, index-calculation, or similar services, in each case sourced or provided by the Company, an Affiliate, a Reference Venue, or any other third party. YOU ACKNOWLEDGE THAT ANY SUCH DATA OR SERVICE MAY BE INACCURATE, INCOMPLETE, DELAYED, INFREQUENTLY UPDATED, STALE, INTERRUPTED, SUSPENDED, HALTED, OR ERRONEOUS, MAY BE DERIVED FROM LIMITED, ESTIMATED, MODELLED, OR THIRD-PARTY INPUTS, AND MAY DIFFER FROM DATA AVAILABLE FROM ANY OTHER SOURCE. The Company makes no representation or warranty that any such data or service is accurate, current, complete, uninterrupted, or fit for any purpose, or that any index or benchmark measures or reflects what its name or description may suggest. The Company may use different data or references for different purposes, may change any source, provider, input, methodology, or calculation at any time and without notice, and is under no obligation to correct, restate, republish, or compensate for any data, or to obtain or maintain any particular source or service. WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSS ARISING FROM OR RELATING TO ANY SUCH DATA OR SERVICE, INCLUDING WHERE ANY POSITION, EXPOSURE, BALANCE, OR ENTITLEMENT IS VALUED, ADJUSTED, MARGINED, CLOSED, SETTLED, LIQUIDATED, OR OTHERWISE AFFECTED BY REFERENCE TO IT. No provider of any such data or service owes you any duty or has any liability to you under this Agreement, and no such provider is a third-party beneficiary of it.
10.7.
Violations by Other Users. User irrevocably releases, acquits, and forever discharges the Company and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another user’s violation of these Terms.
11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
11.1.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY (OR OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FINANCIAL LOSS, LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, PLATFORM, THE WEBSITE OR THE SERVICE, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, OR THE SERVICE EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE OR SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CHALLENGE RULES, THE PLATFORM, OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS ($1,000). NO EXCLUSION OR LIMITATION IN THIS AGREEMENT APPLIES TO ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR WILLFUL MISCONDUCT, FOR GROSS NEGLIGENCE WHERE IT MAY NOT BE LIMITED, OR FOR BREACH OF ANY NON-WAIVABLE DATA PROTECTION OR CONSUMER RIGHT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11.2.
No Warranties. ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE WEBSITE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE COMPANY, AND ITS AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICE, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM, WEBSITE AND/OR THE SERVICE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
12. TERM AND TERMINATION
Subject to this Section, this Agreement will remain in full force and effect while you use the Platform or use the Service (the “Term”). We may suspend or terminate your rights to use the Platform or use the Service at any time for any reason at our sole discretion, including for any use of the Platform or the Service in violation of this Agreement. All provisions of the Agreement which by their nature should survive, shall survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. ON TERMINATION OR CLOSURE OF YOUR ACCOUNT, ANY CHALLENGE IN PROGRESS MAY BE CLOSED AND ANY UNPAID SIMULATED PROFIT IN IT MAY BE FORFEITED, EXCEPT WHERE APPLICABLE LAW PROVIDES OTHERWISE, AND CLOSURE DOES NOT ENTITLE YOU TO ANY REFUND OR TO ANY AMOUNT THAT HAS NOT ALREADY BECOME PAYABLE AND BEEN PAID. Without limiting the generality of the foregoing, the provisions of this Agreement concerning the Simulated nature of the Service, eligibility and Restricted Persons, Fees and the absence of refunds, payments to Users and the absence of any balance held for you, User Data and the license granted to the Company, your representations, warranties, and covenants, assumption of risk and the risk disclosures, intellectual property, indemnification, disclaimer of warranties, limitation of liability, and the arbitration agreement and related provisions, survive the termination of this Agreement and the closure of your account.
13. GENERAL TERMS
13.1.
Changes to these Terms of Use. The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Website after any such change is communicated shall constitute your consent to such change(s).
13.2.
Waiver. The waiver by the Company of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
13.3.
Force Majeure. The Company shall not be liable for any delay or failure in the performance of any obligation under this Agreement, or for any unavailability, interruption, or degradation of the Service, arising directly or indirectly from any cause beyond its reasonable control, including any act of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, act of any governmental or regulatory authority, change in Applicable Law, strike or labour dispute, failure or interruption of any power, telecommunications, internet, cloud, hosting, or third-party service, failure, congestion, fork, halt, or malfunction of any blockchain network, oracle, bridge, or validation or consensus mechanism, cyber-attack, denial-of-service attack, exploit, or malicious code.
13.4.
Governing Law & Jurisdiction. These Terms are governed by the laws of the Republic of Panama. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in the Republic of Panama, in all disputes arising out of or relating to the use of the Website not subject to the Arbitration Agreement outlined in Section 13.5.
13.5.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief from us. It is part of your contract with the Company and affects your rights. It contains procedures of MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
13.5.1.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by the Company that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, Affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
13.5.2.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to:
OVER SA
Attn: Legal
Blvd. Costa del Este, P.H. Financial Park Tower, 17th Fl
Panama City, Panama 080808
Email: compliance@over.computer
After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
13.5.3.
Arbitration Procedure. Any dispute, claim, interpretation, controversy, or issues of public policy arising out of or relating to the Company Ecosystem, the Website, these Terms, or the Services, including the determination of the scope or applicability of Section 13.5 will be determined exclusively by arbitration seated in Panama City, Republic of Panama, will be conducted in English and administered by the Center for Conciliation and Arbitration of the Chamber of Commerce, Industries, and Agriculture of Panama (“CeCAP”) and its dispute resolution rules (“Arbitration Rules”), as modified by these Terms. For purposes of Section 13.5 “Proceeding” means any complaint, lawsuit, action, suit, claim (including a claim of a violation of applicable law), or other proceeding at law or in equity, or order or ruling, in each case by or before any governmental authority or arbitral tribunal. A single arbitrator will be appointed unless otherwise required by the Arbitration Rules. Arbitration of all disputes and the outcome of the arbitration will remain confidential between the Parties except as necessary to obtain a court judgment on the award or other relief or to engage in collection of the judgment.
The Parties irrevocably submit to the exclusive jurisdiction of the local courts located in Panama City, Republic of Panama, with respect to this Section 13.5 to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the Arbitration Rules or Applicable Law. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other Proceeding.
The arbitrator may grant injunctive relief, including temporary, preliminary, permanent, and mandatory injunctive relief, in order to protect the rights of each party, but will not be limited to such relief. This provision for arbitration will not preclude a Party from seeking temporary or preliminary injunctive relief (“Provisional Relief”) in a court of Law while arbitration Proceedings are pending in order to protect its rights pending a final determination by the arbitrator, nor will the filing of such an action for Provisional Relief constitute waiver by a Party of its right to seek arbitration. Any Provisional Relief granted by such court will remain effective until otherwise modified by the arbitrator.
13.5.4.
WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
13.5.5.
WAIVER OF CLASS OR CONSOLIDATED ACTIONS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
13.5.6.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Wallet address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with the Company. Notwithstanding any opt out under this Section, the Section regarding Waiver of Class or Consolidated Actions set out in this Arbitration Agreement shall survive such opt out, shall remain in full force and effect, and shall continue to apply to you, and all claims and disputes between you and the Company must be brought on an individual basis whether in arbitration or in court. Mail your written notification by certified mail to:
OVER SA
Attn: Legal
Blvd. Costa del Este, P.H. Financial Park Tower, 17th Fl
Panama City, Panama 080808
Email: compliance@over.computer
13.5.7.
Confidentiality. All aspects of the arbitration Proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
13.5.8.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
13.5.9.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
13.5.10.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
13.5.11.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
13.5.12.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
13.5.13.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in the Republic of Panama, for such purpose.
13.6.
Attorneys’ Fees and Costs. In addition to any relief, order, or award that is entered by an arbiter, or court as the case may be, any Party found to be the substantially losing Party in any dispute shall be required to pay the reasonable attorneys’ fees and costs of any Party determined to be the substantially prevailing Party, and such losing Party, shall also reimburse or pay any of the arbitrator’s fees and expenses incurred by the prevailing Party in any arbitration. In the context of this Agreement, reasonable attorneys’ fees and costs shall include but not be limited to:
13.6.1.
legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and any other forum costs incurred during, or in preparation for, a dispute;
13.6.2.
all of the foregoing whether incurred before or after the initiation of a Proceeding; and
13.6.3.
all such fees and costs incurred in obtaining Provisional Relief.
It is understood that certain time entries that may appear in the billing records of such Party’s legal counsel may be redacted to protect attorney-client or work-product privilege, and this will not prevent recovery for the associated billings.
13.7.
Third Party Beneficiaries. This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.
13.8.
Entire Agreement. This Agreement and each of its exhibits or appendices, constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties, or agreements of any kind, except as expressly set forth herein.
13.9.
Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
13.10.
Assignment. You may not assign or transfer any rights hereunder without the prior written consent of the Company. Except as provided in this section, any attempts you make to assign any of your rights or delegate any of your duties hereunder without the prior written consent of the Company shall be null and void. The Company may assign this Agreement or any rights hereunder without consent.
Company Contact Information. Questions can be directed to the Company at compliance@over.computer. The Company is Over S.A., a corporation (sociedad anónima) organized and existing under the laws of the Republic of Panama, whose registered office is at Blvd. Costa del Este, P.H. Financial Park Tower, 17th Fl, Panama City, Panama. Support enquiries should be sent to compliance@over.computer, which is the only channel able to act on an account.