Terms of Use

Last updated: [EFFECTIVE_DATE]

These Terms of Use (the “Terms”) form a binding agreement between you (“you” or “User”) and [ENTITY], a BVI Foundation Company organized under the laws of the British Virgin Islands (“SportsPerp,” “we,” “us,” or “our”), governing your access to and use of the SportsPerp hosted web interface located at https://app.sportsperp.xyz and any sub-domains, mobile interfaces, APIs, software, documentation, and related materials we make available (collectively, the “Frontend”).

Please read these Terms carefully. By accessing or using the Frontend, you confirm that you have read, understood, and agree to be bound by these Terms, by our Privacy Policy, and by our Restricted Persons policy. If you do not agree, do not access or use the Frontend.

1. Scope and the three surfaces

SportsPerp comprises three distinct surfaces, each with a different legal posture:

These Terms govern only your use of the Frontend. They do not, and cannot, modify the on-chain behavior of the Program. Nothing in these Terms creates an obligation for us to operate the Frontend, the SDK, the off-chain services, or any related infrastructure for any minimum period.

2. Eligibility

To access or use the Frontend, you represent and warrant on a continuous basis that:

1. you are an adult of the legal age of majority in your country or jurisdiction of residence, and in any event at least 18 years of age;
2. you are not a Restricted Person, as defined in our Restricted Persons policy;
3. you are not located in, ordinarily resident in, or accessing the Frontend from any Restricted Jurisdiction listed in that policy;
4. you are not the subject of any sanctions administered by the United States, the United Kingdom, the European Union, the United Nations, or any other applicable sanctions authority, and you do not act on behalf of any such person or entity;
5. you have the legal capacity to enter into a binding contract under the laws of your jurisdiction and your access to and use of the Frontend will not violate any law, regulation, court order, or contractual restriction applicable to you;
6. you have read and understood the risk disclosures referenced in Section 8 and accept those risks; and
7. all information you provide to us is accurate and not misleading.

We may, at our sole discretion and without notice, refuse access to the Frontend, terminate your session, restrict your access on the basis of geolocation, network identifier, or wallet address, or take any other action we consider necessary to enforce these Terms or to comply with applicable law.

3. The Frontend and the Program

3.1 What we provide

Through the Frontend we make available a graphical interface for:

• connecting a self-custodial digital wallet you control;
• viewing live OBV index data, mark prices, funding rates, candle history, order books, and protocol parameters;
• constructing transactions that, when signed by you, are submitted to the Solana network and processed by the on-chain Program;
• viewing the state of positions you have opened on-chain.

We may also publish open-source tooling, including a software development kit (“SDK”), reference scripts, and APIs. Use of those tools is subject to their respective open-source licenses and to these Terms to the extent not inconsistent with such licenses.

3.2 Self-custody

You connect to the Frontend using a self-custodial wallet that you alone control. We do not custody, hold, or have access to your collateral, private keys, seed phrase, or signing authority at any time. Every transaction is constructed client-side and broadcast only after you sign it with your own wallet.

You are solely responsible for:

• the security of your wallet, including private keys, seed phrases, and any hardware or device used to sign;
• every transaction signed using your wallet, whether or not initiated by you; and
• any consequences of granting any third party access to your wallet or device.

We are not liable for, and have no obligation to recover, any loss arising from compromise, loss, or misuse of your wallet, your private keys, or your seed phrase.

3.3 The Program is permissionless

The Program executes on the Solana blockchain and, like the blockchain itself, is permissionless. Transactions, once confirmed, are final and irreversible. We do not, and cannot:

• reverse, cancel, refund, modify, or unwind any transaction processed by the Program;
• recover collateral that has been liquidated, deleveraged, lost to slippage, or otherwise dispersed by the Program in accordance with its on-chain rules; or
• prevent any third party from interacting with the Program directly or through interfaces we do not operate.

3.4 Devnet and testing environments

From time to time we may make pre-production environments available, including but not limited to deployments on the Solana devnet. Tokens, balances, positions, and transactions in such environments have no monetary value and are provided strictly for testing and evaluation. Devnet and any other testing environment are provided “AS-IS” and “UNDER DEVELOPMENT” without warranty of any kind, and we may modify, reset, or discontinue them at any time without notice.

3.5 Changes to the Frontend

We may, at our sole discretion and without notice, modify, suspend, restrict, or discontinue any portion or feature of the Frontend, including the SDK and the off-chain services, in whole or in part, on a temporary or permanent basis. We will have no liability to you or to any third party arising from any such change.

4. License to use the Frontend

Subject to your continuing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Frontend for your personal, non-commercial purposes. All rights not expressly granted are reserved.

You may not, and may not permit any third party to:

(a) copy, reproduce, modify, translate, adapt, reverse-engineer, decompile, disassemble, derive the source code of, or create derivative works of any portion of the Frontend, except where, and only to the extent that, applicable law expressly prohibits such restrictions;

(b) sell, resell, rent, lease, sublicense, distribute, syndicate, or otherwise commercially exploit the Frontend or any portion thereof other than as expressly authorized in writing by us;

(c) remove, alter, or obscure any proprietary notice, copyright, trademark, or attribution on the Frontend;

(d) use the Frontend to develop, train, or improve any competing product, dataset, model, or service;

(e) use any robot, scraper, crawler, headless browser, or other automated means to access the Frontend other than (i) public APIs we expressly publish for that purpose, and (ii) the off-chain services subject to documented rate limits;

(f) circumvent or attempt to circumvent any geolocation, access control, rate-limit, or other technical restriction we apply to the Frontend;

(g) interfere with, disrupt, degrade, or impair the operation of the Frontend, the Program, the off-chain services, or any network or infrastructure on which they depend, including by denial-of-service or similar attack;

(h) use the Frontend to engage in or facilitate market manipulation, including but not limited to wash trading, spoofing, layering, front-running, pump-and-dump, or any conduct intended to mislead other market participants or to artificially affect the OBV index, the mark price, or the funding rate;

(i) attempt to discover, exploit, or otherwise take unauthorized advantage of any bug, vulnerability, or flaw in the Frontend, the Program, or any related system, except through, and in accordance with, our published bug-bounty programme;

(j) abuse any incentive system we operate, including by Sybil attack, multi-account creation, collusion, falsification of referral activity, or any other conduct intended to obtain rewards, points, or other benefits to which you would not otherwise be entitled; or

(k) use the Frontend in violation of any applicable law, regulation, or sanctions regime, or to facilitate any unlawful conduct, including fraud, money laundering, terrorism financing, or sanctions evasion.

The license granted in this Section 4 terminates automatically upon any breach of these Terms.

5. Fees and on-chain costs

5.1 Network and protocol fees

Use of the Frontend may incur (i) Solana network (“gas”) fees payable to the Solana validator set, (ii) protocol-level fees defined and collected by the on-chain Program (including, where applicable, taker fees, funding payments, and liquidation rewards), and (iii) third-party fees charged by infrastructure providers such as RPC endpoints. These fees are determined by the Solana network and the Program; we do not control or collect them on your behalf and we cannot reverse them. Quoted estimates are estimates only and the fees actually paid may differ.

5.2 Platform fees

We do not currently charge a separate fee for the use of the Frontend. We reserve the right to introduce, modify, or remove Frontend-level fees in the future on prior notice through the Frontend or the Official Links channels.

5.3 No refunds

All fees, gas costs, and protocol-level charges are non-refundable. We do not provide refunds for any transaction processed by the Program, for any fee paid to the Solana network, or for any third-party fee.

5.4 Taxes

You are solely responsible for determining, withholding, reporting, and paying any and all taxes, levies, duties, and other governmental charges that apply to your use of the Frontend, including any taxes on gains, fees, rewards, or other amounts received. We make no representation as to the tax treatment of any activity conducted through the Frontend or the Program.

6. Intellectual property

6.1 Our materials

As between you and us, we and our licensors retain all right, title, and interest, including all intellectual-property rights, in and to the Frontend, the SDK (subject to its open-source license), the off-chain services, the documentation, the SportsPerp name, the SportsPerp logo, and all other materials we publish (the “SportsPerp Materials”). Except for the limited license expressly granted in Section 4, nothing in these Terms grants you any right, title, or interest in the SportsPerp Materials.

6.2 Open-source components

Certain components, including the SDK and the documentation site, are or will be released under permissive open-source licenses (currently the MIT License for the SDK and Creative Commons Attribution 4.0 for the documentation). Your use of those components is governed primarily by their respective open-source licenses, and these Terms apply only to the extent not inconsistent with such licenses.

6.3 Feedback

If you submit any suggestion, idea, enhancement request, feedback, bug report, or other information regarding the Frontend or the Program (collectively, “Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sub-licensable license to use, reproduce, modify, distribute, and exploit such Feedback for any purpose, without compensation or attribution.

6.4 Trademarks

“SportsPerp”, the SportsPerp logo, and any related word marks or design marks are trademarks of [ENTITY] or its affiliates. You may not use any such trademark in any manner likely to cause confusion as to source, sponsorship, or endorsement without our prior written consent.

7. Risks of using the Program and the Frontend

You acknowledge and accept that using a leveraged-derivative protocol on a public blockchain involves material risk. The risks include, without limitation:

• Trading risk. Perpetual futures are leveraged instruments. Adverse price moves can and frequently do result in partial or complete loss of deposited collateral, including through liquidation, partial liquidation, backstop absorption, and auto-deleveraging. You should not deposit any collateral you cannot afford to lose.
• Smart-contract risk. The Program is software; software contains bugs. A bug, exploit, or unintended interaction with another protocol may cause loss of funds. See the Smart Contract Risk page.
• Oracle and data-source risk. The OBV index relies on third-party match data and an oracle pipeline we operate. Data outages, latency, manipulation, source errors, or upstream API changes may cause the index, the mark price, the funding rate, or liquidation triggers to behave in ways that are unfavorable to you. See the Oracle Manipulation and Data Source Risk pages.
• Liquidity and slippage risk. The Program clears against a shared liquidity pool with limited depth. Execution price may differ materially from the displayed price, particularly during periods of high volatility or thin liquidity. See the Liquidity & Slippage page.
• Blockchain and infrastructure risk. The Solana blockchain may experience congestion, outages, forks, or other disruptions that delay, prevent, or alter the processing of transactions. RPC endpoints, key custodians, wallet software, and other infrastructure on which the Frontend or your access depends may also fail.
• Regulatory risk. The legal classification of perpetual derivatives and of the OBV index varies by jurisdiction and is evolving. Use of the Frontend or the Program may be restricted, taxed, or prohibited where you are located, now or in the future. See the Regulatory Considerations page.
• Counterparty and pool risk. Profits and losses are settled against a shared liquidity pool and, in extreme cases, against opposing positions through auto-deleveraging. You may be forcibly deleveraged or have your position absorbed by the insurance fund without notice.
• Operational risk. Loss or compromise of your wallet, seed phrase, or signing device will result in irrecoverable loss.

You are responsible for assessing these risks and for determining whether your use of the Frontend or the Program is suitable for you. We are not, and do not act as, your broker, dealer, custodian, fiduciary, investment adviser, or financial planner. Nothing on the Frontend or in any communication from us constitutes investment, legal, tax, or other professional advice.

8. No professional advice

Information presented on the Frontend — including market data, OBV index values, mark prices, funding rates, fixture data, and any commentary — is provided for general informational purposes only. It is not investment, legal, tax, accounting, or other professional advice and should not be relied upon as such. You should consult qualified independent advisers before making any decision that may have financial, legal, or tax consequences.

9. Third parties

The Frontend may link to or rely on services, content, or infrastructure provided by third parties (including wallet providers, RPC endpoints, oracle data providers, blockchain explorers, analytics providers, and hosting providers). We do not control, endorse, or assume any responsibility for any third-party service. Your interactions with any third party are subject to the terms of that third party and at your own risk. We are not liable for any act, omission, error, or content of any third party.

10. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Frontend, the Program, the SDK, the off-chain services, and any related materials are provided on an “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS”, and “UNDER DEVELOPMENT” basis. We expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, security, integration, course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, we do not warrant that:

(a) the Frontend or the Program will operate uninterrupted, secure, error-free, free of harmful components, or that any defect will be corrected;

(b) the OBV index, mark prices, funding rates, candle history, fixture data, or any other data will be accurate, complete, timely, or available;

(c) oracle updates, off-chain services, the keeper, the liquidator, or the monitor will operate within any particular latency, frequency, or service level; or

(d) the Frontend, the Program, or your use of either will comply with the legal or regulatory requirements applicable to you.

Some jurisdictions do not permit the disclaimer of certain warranties; in such jurisdictions, the foregoing disclaimers apply to the maximum extent permitted by law.

11. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall [ENTITY], its affiliates, officers, directors, employees, contractors, agents, contributors, advisors, or licensors (collectively, the “SportsPerp Parties”) be liable to you or to any third party for any:

(a) loss of profits, revenue, business, goodwill, opportunity, or anticipated savings;

(b) loss or corruption of data;

(c) loss of, or fluctuation in the value of, any digital asset, including USDC collateral, SOL, or any other token;

(d) indirect, incidental, special, consequential, exemplary, or punitive damages; or

(e) any other damages arising out of or relating to these Terms, the Frontend, the Program, the SDK, the off-chain services, the OBV index, any oracle update, any liquidation, any deleveraging, any insurance-fund action, any third-party service, or any use or inability to use any of the foregoing,

regardless of the legal theory on which the claim is based (whether in contract, tort, including negligence, statute, or otherwise) and even if a SportsPerp Party has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the aggregate liability of the SportsPerp Parties to you for any and all claims arising out of or relating to these Terms, the Frontend, or the Program shall not exceed the greater of (i) the total Frontend fees you have paid to us during the six (6) months immediately preceding the event giving rise to the claim and (ii) USD [LIABILITY_CAP_AMOUNT].

Some jurisdictions do not permit the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

You acknowledge that the limitations in this Section 11 are an essential basis of the bargain between you and us, that we would not provide the Frontend without them, and that they apply even if any limited remedy is found to have failed of its essential purpose.

12. Indemnification

You agree to defend, indemnify, and hold harmless the SportsPerp Parties from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) your access to or use of the Frontend, the Program, the SDK, the off-chain services, or any third-party service accessed through the Frontend;

(b) your violation of these Terms, the Privacy Policy, or the Restricted Persons policy;

(c) your violation of any law, regulation, or rights of any third party;

(d) any transaction signed by your wallet, whether or not initiated by you; or

(e) any content or information you submit through the Frontend.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you agree to cooperate with our defense of such matter.

13. Sanctions, export controls, and prohibited use

You agree to comply with all applicable export-control, anti-money-laundering, anti-terrorism-financing, and economic-sanctions laws and regulations, including those administered by the United States Office of Foreign Assets Control (“OFAC”), the European Union, the United Kingdom (HM Treasury OFSI), the United Nations, and any other relevant authority. The Frontend is not made available to, and may not be used by, any Restricted Person or in any Restricted Jurisdiction, as defined in our Restricted Persons policy. We may apply geolocation, wallet-screening, or other technical or contractual measures to enforce these restrictions, and we reserve the right to terminate access on this basis without notice.

You will indemnify and hold us harmless from any losses, fines, or penalties suffered or incurred by the SportsPerp Parties as a result of any breach by you of this Section 13.

14. Suspension and termination

We may, at our sole discretion and without notice, suspend, restrict, or terminate your access to all or any part of the Frontend at any time, including where we reasonably believe that (i) you have breached these Terms, (ii) your continued access poses a legal, regulatory, reputational, or security risk to us, our users, or any third party, or (iii) we are required by law, regulation, or order to do so.

We will not, in the ordinary course, take any action that prevents you from interacting with the Program directly or through interfaces we do not operate, except where we are legally required to do so. The Program itself remains accessible to anyone able to construct and broadcast a valid Solana transaction.

The provisions of these Terms that by their nature should survive termination — including Sections 6 (Intellectual Property), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), and 16 (General) — shall survive any termination or expiry of these Terms.

15. Governing law and dispute resolution

15.1 Governing law

These Terms, and any dispute, claim, or controversy arising out of or relating to them or to your use of the Frontend (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution

Before initiating any formal proceeding, you agree first to contact us at legal@sportsperp.xyz with a written description of the Dispute and to make good-faith efforts to resolve the Dispute informally for a period of at least thirty (30) days from delivery of such notice. Any notice of a Dispute must be delivered within one (1) year of the date the Dispute first arose; failing such timely notice, the claim shall be permanently barred.

15.3 Binding arbitration

If the Dispute is not resolved through informal negotiation within thirty (30) days, you and we agree that the Dispute shall be referred to and finally resolved by binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) in accordance with its rules then in force, by a sole arbitrator appointed in accordance with those rules. The seat of arbitration shall be Road Town, Tortola, the British Virgin Islands. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction.

15.4 Class-action waiver

You and we each agree that any Dispute will be resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated, mass, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found to be unenforceable, then the entirety of this Section 15 shall be null and void, and the parties shall be deemed not to have agreed to arbitrate Disputes.

15.5 Carve-outs

Notwithstanding the foregoing, either party may (i) seek interim, injunctive, or other equitable relief from a court of competent jurisdiction to prevent or stop a breach of these Terms, to protect intellectual-property rights, or to enforce an arbitral award; and (ii) bring an individual action in small-claims court, where available, for any Dispute within that court’s jurisdictional limits.

16. General

16.1 Amendments

We may amend these Terms at any time. We will provide notice of any material amendment by posting the revised Terms on the Frontend with an updated “Last updated” date, and, where reasonably practicable, by posting a notice on the Official Links channels at least thirty (30) days before the amendment takes effect. Your continued use of the Frontend after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to stop using the Frontend.

16.2 Entire agreement

These Terms, together with the Privacy Policy and the Restricted Persons policy, constitute the entire agreement between you and us with respect to the Frontend and supersede any prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and us on that subject.

16.3 No waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by us.

16.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms, and the remaining provisions shall continue in full force and effect.

16.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any purported assignment in violation of this section is void. We may freely assign or transfer these Terms, in whole or in part, to any affiliate or in connection with any merger, acquisition, reorganization, or sale of assets.

16.6 Relationship

These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship between you and us. Neither party is authorized to make any representation, contract, or commitment on behalf of the other.

16.7 Force majeure

We shall not be liable for any failure or delay in performance under these Terms to the extent caused by any event beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, governmental or regulatory action, fire, flood, earthquake, pandemic, epidemic, internet or telecommunications failure, blockchain congestion, fork, outage, or other network-level event.

16.8 Notices

We may give notices to you by posting on the Frontend, by email if you have provided one, or by any other reasonable means. You may give notices to us at legal@sportsperp.xyz.

16.9 Headings

Section headings are for convenience only and do not affect interpretation.

16.10 Language

These Terms are drafted in English. Any translation we provide is for convenience only; in the event of any conflict between the English version and any translation, the English version controls.

17. Contact

For any question about these Terms, please contact us at legal@sportsperp.xyz or through the channels listed on Official Links.

Further reading

• Privacy Policy
• Restricted Persons
• Regulatory Considerations
• Smart Contract Risk
• Oracle Manipulation
• Data Source Risk
• Liquidity & Slippage
• Official Links