Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Terminal Up Inc., a Delaware corporation ("Terminal Up," "Company," "we," "us," or "our"). These Terms govern your access to and use of the website located at TerminalUp.com (the "Site") and all related software products, applications, tools, APIs, and services (collectively, the "Services").

By accessing or using our Site or Services, you represent and warrant that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease all use of the Site and Services.

We reserve the right to modify these Terms at any time. We will notify you of material changes by updating the "Last Updated" date. Your continued use of the Services after any modification constitutes your acceptance of the revised Terms.

2. Nature of Our Business: Software Only

Terminal Up Inc. is exclusively a software technology company. It is essential that you understand the following:

• Terminal Up does not operate, manage, or control any gambling, wagering, betting, sportsbook, exchange, or gaming operation of any kind.
• Terminal Up does not accept, process, facilitate, or intermediate any wagers, bets, deposits, or withdrawals.
• Terminal Up does not hold, custody, or control any customer funds, wagering proceeds, or financial assets on behalf of any user.
• Terminal Up does not act as a bookmaker, exchange, market maker, broker, financial advisor, or gambling operator in any jurisdiction.
• Terminal Up does not guarantee any outcome, profit, or return on any trade, wager, or position placed on any third-party platform.

Our Services consist solely of software tools that may aggregate data from, send instructions to, or otherwise interface with third-party platforms. Any and all trading, wagering, or financial activity occurs exclusively on those third-party platforms and is subject to their respective terms, conditions, and applicable laws.

3. Description of Services

Terminal Up develops and provides software products including but not limited to:

• Trading Terminal: A software interface designed to aggregate data and facilitate order routing across multiple third-party prediction market platforms and exchanges. The Terminal is a software tool and does not itself execute, settle, or guarantee any trades.
• WagerUp Pilot: A Telegram-based software bot that provides automated trade alerts and copy-trading functionality. WagerUp Pilot transmits instructions to third-party platforms on behalf of the user. All trades are executed and settled by the respective third-party platforms.
• WagerUp Enterprise: A white-label and enterprise software solution for institutional trading operations.
• ArbTaker: A high-frequency trading software service for qualified institutional clients. ArbTaker executes trades on third-party platforms using proprietary algorithms. All settlement occurs on the respective third-party platforms.

All of our products are software tools that interact with third-party services. We do not control the operation, availability, pricing, execution quality, or settlement processes of any third-party platform.

4. Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater).
• You have the legal capacity to enter into a binding agreement.
• Your use of our software does not violate any applicable law, regulation, or ordinance in your jurisdiction.
• You are not located in a jurisdiction where the use of our software or the third-party platforms it interfaces with is prohibited.
• You are solely responsible for determining the legality of your activities in your jurisdiction, including any trading or wagering conducted on third-party platforms through our software.

5. User Responsibilities and Obligations

You agree to:

• Use our Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations.
• Ensure that your use of any third-party platforms accessed through our software complies with those platforms' terms of service, acceptable use policies, and applicable laws.
• Maintain the confidentiality and security of your account credentials, API keys, and any access tokens used in connection with our Services.
• Accept sole responsibility for all trades, positions, orders, and activities executed on third-party platforms through your use of our software.
• Not use our Services to engage in any activity that is fraudulent, deceptive, manipulative, or otherwise harmful.
• Not reverse engineer, decompile, disassemble, or attempt to derive the source code of our software.
• Not use automated means (bots, scrapers, crawlers) to access our Site except through APIs we expressly provide or to index publicly accessible pages for search and retrieve those pages in response to an individual user's request. Public-page indexing and retrieval must respect access controls and applicable crawl directives. This public-page exception does not authorize access to private, authenticated, API, or administrative endpoints, automated form submissions, bulk dataset creation, or model training. Crawl directives are not an intellectual-property license and do not grant model-training, dataset, or other content-reuse rights.
• Not sublicense, resell, or redistribute our software without written authorization.
• Not interfere with or disrupt the integrity or performance of our Services or related systems.

6. No Financial, Investment, or Gambling Advice

Nothing on our Site or in our Services constitutes financial advice, investment advice, gambling advice, legal advice, tax advice, or any other form of professional advice or recommendation.

Any data, analytics, signals, rankings, leaderboards, performance metrics, or other information provided through our Services is for informational and software functionality purposes only and should not be relied upon as a basis for any trading, wagering, or financial decision. Past performance of any trader, strategy, algorithm, or system displayed on our platform does not guarantee, predict, or indicate future results.

You acknowledge and agree that all trading, wagering, and financial decisions are made solely at your own discretion and risk. We strongly encourage you to consult with qualified financial, legal, and tax professionals before making any financial decisions.

7. Third-Party Platforms and Services

Our software may connect to, interface with, aggregate data from, or transmit instructions to third-party sportsbooks, exchanges, prediction markets, and other platforms ("Third-Party Platforms"). You acknowledge and agree that:

• Terminal Up is not affiliated with, endorsed by, or a partner of any Third-Party Platform unless explicitly stated in a separate written agreement.
• Your relationship with any Third-Party Platform is independent and governed exclusively by that platform's own terms of service, privacy policies, and applicable regulations.
• Terminal Up has no control over and assumes no responsibility for the content, privacy policies, practices, availability, accuracy, execution quality, settlement processes, or security of any Third-Party Platform.
• Terminal Up is not liable for any loss, damage, or claim arising from or related to your use of any Third-Party Platform, including but not limited to trade execution failures, settlement disputes, platform outages, account restrictions, or regulatory actions.
• Third-Party Platforms may change their APIs, terms, or operations at any time without notice to us, which may affect the functionality of our Services.

8. Risk Acknowledgment

By using our Services, you expressly acknowledge and accept the following risks:

• Trading Risk: Trading on prediction markets, sports betting exchanges, and similar platforms involves substantial risk of loss. You may lose some or all of your capital. You should never trade with money you cannot afford to lose.
• Software Risk: Software may contain bugs, errors, or experience downtime. Our software is provided "as is" and may not perform as expected in all market conditions. Automated trading carries additional risks including execution delays, connectivity issues, and algorithmic errors.
• Market Risk: Market conditions can change rapidly and unpredictably. Odds, prices, and liquidity may shift between the time an order is generated and when it is executed.
• Regulatory Risk: The legal status of prediction markets, sports betting, and related activities varies by jurisdiction and may change without notice. You are solely responsible for compliance with applicable laws.
• Third-Party Risk: Third-Party Platforms may experience outages, restrict accounts, change terms, become insolvent, or otherwise fail to perform. Terminal Up is not responsible for any such failures.
• Copy-Trading Risk: Past performance of traders available for copy-trading does not guarantee future results. You may incur losses by following other traders' strategies.

9. Intellectual Property

All content, software, code, algorithms, designs, trademarks, service marks, trade names, logos, graphics, user interfaces, and other intellectual property displayed on or embodied in the Site and Services are the exclusive property of Terminal Up Inc. or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for your personal or internal business purposes. This license does not include the right to: (a) modify, copy, or create derivative works; (b) reverse engineer or decompile any software; (c) remove any proprietary notices; or (d) transfer the software to another person or entity.

10. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TERMINAL UP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Terminal Up does not warrant that: (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of the Services will be accurate, reliable, or complete; (d) any errors in the software will be corrected; or (e) the Services will be compatible with any specific third-party platforms or systems.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERMINAL UP INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, TRADING LOSSES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF TERMINAL UP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL TERMINAL UP'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO TERMINAL UP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Terminal Up Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any third party's rights, including any Third-Party Platform's terms of service; or (e) any activity conducted through your account.

13. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Terminal Up agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") will be resolved through binding individual arbitration rather than in court, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in the English language, and shall take place in the State of Delaware or remotely via videoconference at the arbitrator's discretion.

CLASS ACTION WAIVER: You and Terminal Up agree that any proceedings to resolve Disputes will be conducted solely on an individual basis. Neither you nor Terminal Up will seek to have any Dispute heard as a class action, collective action, representative action, or private attorney general action.

14. Governing Law

These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. To the extent that arbitration is not applicable, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

15. Termination

We reserve the right to suspend or terminate your access to the Site and Services at our sole discretion, without prior notice or liability, for any reason, including but not limited to a breach of these Terms. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

17. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by Terminal Up on the Site, constitute the entire agreement between you and Terminal Up concerning the Site and Services. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Terminal Up regarding the subject matter hereof.

18. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Terminal Up's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19. Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without Terminal Up's prior written consent. Terminal Up may assign these Terms at any time without notice to you, including in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets.

20. Force Majeure

Terminal Up shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or third-party platform outages.

21. Contact Information

If you have any questions or concerns about these Terms, please contact us at: