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Date of Last Revision: April 30th, 2026

Acceptance of These Terms of Service

UCALLEDIT, Inc. (“Totalis,” “we,” “us,” or “our”) provides our trading platform (described below) and related application interfaces, feeds, smart contract interactions, documentation and related content to you through our website located at https://totalis.trade/ (the “Site”) and through our related technologies (such platform and related technology, together with the Site, including any updated or new features, functionality and technology, collectively, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, connecting a wallet to, generating or using an API key for, enabling a delegated signer or session signer for, submitting an RFQ through, quoting on, accepting a quote through, or otherwise accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and by any additional terms, policies, schedules, or rules that are expressly incorporated into these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service. PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TOTALIS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. Your Privacy: At Totalis, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://totalis.trade/privacy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein. Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to allow eligible users to create or respond to request-for-quote opportunities relating to structured positions, including custom parlays, that reference outcomes from supported third party prediction market venues. The Service may also interact with supported blockchains, smart contracts, wallets, data providers, and other service providers in order to facilitate position creation, operational workflows, and settlement-related actions. Nothing in the Service is intended to constitute, and the Service does not provide, legal, tax, accounting, investment, financial, brokerage, clearing, custody, escrow, fiduciary, or gambling advice. Totalis is not your agent, broker, dealer, exchange, clearing organization, futures commission merchant, designated contract market, bank, trustee, investment adviser, or fiduciary. Nothing in the Service is intended to constitute, investment, financial, brokerage, clearing, custody, escrow, fiduciary, or gambling services. Eligibility; Restricted Persons; Geographic Restrictions: To access or use the Service, you represent, warrant, and covenant that: (a) you are at least eighteen (18) years old or the age of legal majority in your jurisdiction, whichever is higher; (b) you have full legal capacity and authority to enter into these Terms of Service; (c) you are not a U.S. Person, are not located in the United States, and are not accessing or using the Service from within the United States; (d) you are not located in, organized in, resident in, or otherwise subject to any jurisdiction that Totalis designates as restricted or prohibited or in which the Services would be deemed illegal under applicable laws; (e) you are not the subject of any sanctions administered or enforced by any governmental authority and are not owned or controlled by, or acting on behalf of, any sanctioned or otherwise restricted person; and (f) your access to and use of the Service does not violate any law, regulation, judgment, order, contractual restriction, or other obligation applicable to you. For purposes of these Terms of Service, “U.S. Person” includes any natural person resident in the United States, any citizen of the United States, any person physically located in the United States, any entity organized or incorporated under the laws of the United States or any state or territory thereof, any entity having its principal place of business in the United States, and any person acting for the account or benefit of any of the foregoing. You are solely responsible for determining whether your access to and use of the Service is lawful in your jurisdiction and under any laws applicable to you. You may not access or use the Service on behalf of, for the benefit of, at the direction of, or in coordination with any U.S. Person or other restricted or ineligible person. You may not use a virtual private network (VPN), proxy service, anonymization service, remote desktop tool, location-masking technology, or any similar method to obscure your location or to circumvent geographic, sanctions, or other eligibility restrictions. Any such conduct constitutes a material breach of these Terms of Service. Totalis may use any technical, geolocation, wallet-screening, device-screening, or other methods it determines appropriate to assess eligibility and compliance. Totalis may require you to provide information or documentation regarding your identity, location, authority, source of funds, wallet ownership, eligibility, or compliance status at any time, and may suspend or terminate access to the Service pending review. Totalis may also place accounts or wallets into close-only mode, refuse to facilitate new positions, or block access altogether if it determines, in its sole discretion, that doing so is advisable. Your Registration Obligations: You may be required to register with Totalis or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Totalis of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Totalis and its current and future affiliates (collectively, “Totalis Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph. Modifications to Service: Totalis is not required to make any venue, market, asset, token, network, wallet integration, API endpoint, quote source, or feature available at any time. Totalis may add, remove, disable, restrict, suspend, or modify any aspect of the Service, in whole or in part, at any time and for any reason, with or without notice, and without liability to you or any third party. Totalis reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Totalis and Totalis Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. Wallets, Credentials, API Keys, and Account Security: To use certain features of the Service, you may need to connect a compatible wallet, create credentials, generate or receive an API key, or enable one or more delegated-signing or session-signing permissions through a supported provider. You are solely responsible for ensuring that you use only wallets, devices, software, and integrations that are compatible with the Service and that are properly configured. You are solely responsible for maintaining the confidentiality and security of your wallet credentials, private keys, seed phrases, account credentials, device security, API keys, delegated-signing permissions, and any session signer or similar authorization that you enable. Totalis will not be liable for any loss, damage, unauthorized access, unauthorized transaction, or other consequence arising from your failure to maintain adequate security or from the compromise, misuse, theft, disclosure, or loss of any credentials or permissions associated with you. If you enable delegated or session-based signing through a supported provider or integration, you authorize Totalis and/or its third-party service providers to request and facilitate signatures within the scope of the permissions you grant. You are solely responsible for reviewing, granting, monitoring, and revoking those permissions. Any instruction, request, signature, message, or transaction initiated through your connected wallet, account, device, API key, delegated signer, or session signer will be deemed authorized by you unless and until you revoke the relevant access and Totalis has had a reasonable opportunity to process that revocation. You agree to notify Totalis promptly of any suspected or actual unauthorized access to your account, wallet connection, API key, delegated signer, or other credentials. Totalis may rotate, suspend, revoke, or invalidate API keys or access credentials at any time and for any reason. You may not sell, rent, lease, transfer, sublicense, or otherwise make your account, API key, or wallet access available to any third party except your own authorized personnel acting within the scope of their authority. You remain fully responsible for all acts and omissions associated with your account or of any person or system using credentials associated with you. No Custody: Totalis is intended to operate on a non-custodial basis. Totalis does not take independent custody of your digital assets and does not independently hold your private keys. However, the Service may interact with third-party wallet infrastructure, delegated-signing providers and similar technologies that facilitate transactions or signatures authorized by you. Totalis is not responsible for any act, omission, downtime, failure, security incident or other issue attributable to any such third party. Supported Assets and Networks: The Service currently is intended to support only USDC on Solana mainnet, unless Totalis states otherwise. Totalis may change the supported assets, tokens, stablecoins, networks, bridges, vault mechanisms, wallet types and other technical parameters of the Service at any time in its sole discretion. Deposits and Withdrawals: You bear all risk associated with deposits, withdrawals, transfers, wallet configuration and network selection, including any loss arising from the use of an incorrect wallet address, incorrect token, unsupported token, unsupported network, bridging failure or any other operational or technical failure. Unsupported or misdirected transfers may be irreversible and may be permanently lost. Totalis has no obligation to assist with or recover unsupported or erroneous transfers, although it may attempt to do so in its sole discretion. Totalis may choose, but is not obligated, to sponsor gas or other transaction costs for some operations. Any such sponsorship may be modified, limited, suspended, or discontinued at any time. Where owner-signed or wallet-owner actions require network-native assets or fees, you are solely responsible for maintaining sufficient balances to complete those actions. RFQs and Quotes; Trade Formation: The Service may enable users to submit request-for-quote opportunities (“RFQs”) referencing supported markets and to receive quotes from market makers or other counterparties. The Service is designed to assist users engaging in user-initiated transactions by enabling users to interact with Totalis supported blockchain protocols (or blockchain-based smart contracts) by converting user-identified RFQ parameters (e.g., buy/sell, volume, crypto asset security, and price or price range) into actionable, blockchain-legible commands for signature and transmission via the user’s Totalis compatible wallet. Totalis does not guarantee that any RFQ will receive any quote, that any quote will be available for any duration, or that any quote will be accepted, confirmed, executed, or settled. An RFQ is a request for liquidity only. A quote is indicative or firm only to the extent expressly designated by the Service, and in all cases remains subject to expiry, withdrawal, replacement, risk checks, operational constraints, compliance checks, technical availability and successful execution of the relevant on-chain and off-chain workflows. A user’s acceptance of a quote constitutes a request to proceed and does not, by itself, create a completed, enforceable, executed, or settled position. No RFQ, quote, acceptance, confirmation, message or other communication creates a completed position unless and until the relevant transaction or transactions have been successfully created, signed as required, submitted, accepted by the applicable network, and recorded in the manner recognized by the Service, and any additional conditions or checks required by Totalis have been satisfied. Until a position has been formed in the manner recognized by the Service, Totalis and/or the relevant market maker may reject, cancel, expire, withdraw or otherwise decline to proceed with any RFQ, quote, acceptance or confirmation for any reason or no reason. If an RFQ expires, a quote expires, a market maker misses any confirmation or response window, a signature cannot be obtained, a transaction fails or is dropped, the blockchain or supporting infrastructure is unavailable or delayed or any other condition to formation is not satisfied, the relevant attempted transaction may fail to form and neither Totalis nor any market maker will have any obligation to honor the prior RFQ or quote. Market Makers: Users acting as market makers agree that Totalis may impose API, connectivity, performance, quoting, monitoring, collateral, throttling and other operational requirements at any time. Totalis may reject, delay, throttle, suspend, deactivate, reorder or remove quotes or market maker access in its sole discretion and without liability. Underlying Venues: The Service interacts with markets listed or created on third-party venues (each, an “Underlying Venue”). Totalis may add, remove, suspend or stop supporting any Underlying Venue or portion thereof at any time and for any reason. You acknowledge and agree that the rules, market definitions, market status, corrections, clarifications, cancellations, delistings, voids, pushes, suspensions, disputes and final published outcomes of the applicable Underlying Venue may affect the status, value, or settlement of any position created through the Service. Totalis may rely conclusively on an Underlying Venue’s published or otherwise recognized rules, status designations, and outcomes and has no duty to independently verify them. Totalis may determine, in its sole discretion, how to map or translate an Underlying Venue’s market definitions, corrections, clarifications, status changes, outcomes and settlement conventions into the Service. Resolution, Settlement, and Error Handling: Without limiting the foregoing, Totalis may suspend, delay, reject, cancel, void, reprice, unwind, reverse, partially settle or otherwise modify any RFQ, quote, leg, position, payout or settlement, in its sole discretion, including if Totalis determines that any of the following has occurred or may occur: invalid, ambiguous, unavailable, discontinued, or delisted markets; contradictory, stale, incomplete, or missing venue data; pricing or display errors; technical or network failures; chain congestion; dropped or conflicting transactions; exploits; security incidents; fraud or market abuse; legal or regulatory concerns; sanctions concerns; unsupported states; manifest error; or force majeure. If a leg or market becomes invalid, cancelled, void, delisted, pushed, or otherwise unusable, Totalis may cancel the affected position in whole or in part, unlock collateral, adjust exposure or payout calculations, apply the applicable Underlying Venue rules as Totalis interprets them for purposes of the Service, or take any other action that Totalis deems appropriate in the circumstances. Settlement timing is not guaranteed. Settlement may be delayed if an Underlying Venue, blockchain, smart contract, wallet provider, delegated-signing provider, data source, oracle, RPC, or other service is unavailable, congested, under maintenance, subject to dispute, correction, review, or investigation or otherwise impaired. To the maximum extent permitted by applicable law, Totalis’ determinations regarding market support, position status, settlement handling, error correction, operational sequencing and other remedial action will be final and binding. General Practices Regarding Use and Storage: You acknowledge that Totalis may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Totalis’s or its third-party service providers’ servers on your behalf. You agree that Totalis has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. You acknowledge that Totalis reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Totalis reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Automation Access: The Service may provide APIs, WebSocket feeds, SDKs, documentation, developer tools or other machine-readable interfaces. Access to such interfaces may require registration, approval, an API key, technical configuration or compliance with additional operational requirements of Totalis. All API, WebSocket and other automation access is provided on an “as is” and “as available” basis. Totalis does not guarantee uptime, performance, continued availability or any other performance of any endpoint, message type, schema, interface or other automation access. Totalis may modify, throttle, suspend, rotate, revoke or discontinue any interface or credentials at any time and without liability. You may use automation and similar tools only to the extent permitted by the Service. You may not use the Service in any manner that is abusive, excessive, disruptive, manipulative, misleading, unlawful or inconsistent with Totalis’ technical or operational requirements. You are solely responsible for all messages, requests, quotes, orders and other actions initiated by or through your systems or account. Third-Party Services and Blockchain Infrastructure: The Service depends on third-party services, software, infrastructure and data sources, including wallets, delegated-signing providers, trusted execution environments, blockchain networks, smart contracts and Underlying Venues (collectively, “Third-Party Services”). Totalis does not control and is not responsible for any Third-Party Service. Your access to and use of any Third-Party Service may be subject to separate terms and policies between you and the applicable third party. Totalis does not endorse, guarantee, or warrant any Third-Party Service, and Totalis will not be liable for any loss, damage, delay, error, downtime, exploit, change, insolvency, security incident, or other issue arising out of or relating to any Third-Party Service. You acknowledge that blockchain transactions may fail, be delayed, be dropped, be replaced, be front-run or otherwise behave unpredictably. Totalis does not guarantee that any transaction will be mined, finalized, sequenced or recognized in any particular timeframe or at all. Assumption of Risk: USING THE SERVICE INVOLVES SUBSTANTIAL RISK. YOU MAY LOSE ALL OR PART OF THE DIGITAL ASSETS OR VALUE ASSOCIATED WITH A POSITION, AND YOU MAY SUFFER LOSSES AS A RESULT OF PRICE MOVEMENTS, ADVERSE OUTCOMES, OPERATIONAL FAILURES, TECHNICAL FAILURES, MARKET CANCELLATIONS, INVALID LEGS, SETTLEMENT DELAYS, OR REGULATORY EVENTS. Without limiting the foregoing, you understand and agree that: (a) prediction markets and structured positions are inherently risky and speculative; (b) parlays and other structured positions can magnify loss relative to single-market exposure; (c) digital assets are volatile; (d) blockchain networks and smart contracts may malfunction or behave in unexpected ways; (e) delegated-signing systems, session signers, wallets, devices and credentials may be compromised; (f) Underlying Venues may clarify, correct, cancel, void, delist, suspend or otherwise change markets or outcomes; (g) data displayed by the Service may be delayed, incomplete, stale or inaccurate; and (h) the legal and regulatory treatment of digital assets, prediction markets, routing activity and related services is uncertain and may change rapidly. No Advice: The Service does not provide, and nothing on the Service should be construed as, investment advice, financial advice, brokerage advice, legal advice, tax advice, accounting advice, gambling advice, or a recommendation or solicitation to enter into any transaction. You are solely responsible for evaluating the suitability and legality of any position or activity for yourself. You are solely responsible for conducting your own diligence, using your own judgment and determining the legality, appropriateness and risk of your use of the Service. You should access and use the Service only with assets you can afford to lose.

Conditions of Access and Use

Representations and Warranties: By accessing or using the Service, you represent, warrant, and covenant that: (a) you satisfy all eligibility requirements in these Terms of Service; (b) all information you provide to Totalis is true, accurate, current, and complete; (c) you own or validly control the wallets, credentials and digital assets that you use in connection with the Service, or are duly authorized to use them; (d) you have all authority necessary to enter into these Terms of Service and to engage in the activities you undertake through the Service; (e) your use of the Service will comply with all Laws and all obligations applicable to you; and (f) you understand and accept the risks described in these Terms of Service. If you access or use the Service on behalf of an entity or another person, you represent and warrant that you have all authority necessary to bind that entity or person to these Terms of Service, and the words “you” and “your” in these Terms of Service will refer to both you and that entity or person. User Conduct: You are solely responsible for all images, information, data, text, software, messages and other materials (collectively, “content”) that you make available to Totalis, including by transmitting, posting, publishing or displaying (hereinafter, “transmit(ting)”) via the Service or to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Totalis. Totalis reserves the right to investigate and take appropriate legal action against anyone who, in Totalis’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:
  • transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Totalis, is objectionable or which restricts or inhibits any other person from using or enjoying the Service or which may expose Totalis or its users to any harm or liability of any type;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service, including through malware, denial-of-service activity, harmful code, or unauthorized scraping or crawling;
  • violate any applicable local, state, national, or international law, or any rule, guidance, or regulations having the force of law (“Laws”);
  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • solicit personal information from anyone under the age of 18;
  • harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  • use the Service in connection with money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity;
  • engage in fraud, deception, market manipulation, wash trading, spoofing, layering, collusion, abusive quoting, quote stuffing, or any other abusive, misleading, or manipulative conduct;
  • obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  • circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks;
  • exploit bugs, vulnerabilities, or unintended behavior in the Service, any smart contract, any API, any delegated-signing system, any wallet integration, or any third-party service;
  • use a VPN, proxy, anonymization service, remote desktop tool, or any similar tool to conceal your location, identity, or eligibility status or to circumvent Service restrictions;
  • use the Service after Totalis has suspended, blocked, or terminated your access unless Totalis expressly authorizes you in writing to do so; or
  • engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.
Totalis may monitor activity on the Service and may investigate any actual, suspected, or potential violation of these Terms of Service. Totalis may cooperate with any governmental authority, regulator, law-enforcement body, court, or other third party as it deems appropriate. If you are blocked by Totalis from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network). Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Totalis, Totalis Affiliates, and their licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Totalis. Competitors: No employee, independent contractor, agent, or affiliate of any competing company is permitted to view, access, or use any portion of the Service without express written permission from Totalis. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Totalis or any Totalis Affiliate, or acting on behalf of a competitor of Totalis or any Totalis Affiliate in using or accessing the Service. Fees and Economics: Your use of the Service may be subject to protocol fees, service fees, spreads, market-maker compensation, routing fees, settlement-related charges, blockchain or network fees, gas sponsorship limitations and other charges disclosed by the Service from time to time. Except as otherwise displayed on the Service, Totalis may charge a protocol fee equal to one percent (1%) of the profit realized by the winning side of a settled position. Fees may be displayed in the user interface, documentation, API responses or other Service materials. Totalis may change any fee, introduce new fees, change fee calculation methodologies, discontinue fee waivers or rebates or modify economic terms at any time in its sole discretion, and any such change will become effective when posted or otherwise made available through the Service. All fees are non-refundable except to the extent required by applicable law or expressly determined otherwise by Totalis in its sole discretion. Totalis may deduct fees automatically from amounts otherwise payable or transferable through the Service. You are solely responsible for determining, reporting and paying any taxes, duties, levies, assessments or similar governmental charges arising out of or relating to your use of the Service, your positions, your digital assets or any payments, profits, or losses associated with the Service. Totalis does not provide tax advice and does not undertake to determine whether taxes apply to you.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by Totalis, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you transmit to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. Trademarks: The Totalis name and logos are trademarks and service marks of Totalis (collectively the “Totalis Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Totalis. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Totalis Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Totalis Trademarks will inure to our exclusive benefit. Third-Party Material: Under no circumstances will Totalis or any Totalis Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Totalis does not pre-screen content, but that Totalis and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Totalis and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Totalis, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. User Content: You represent and warrant that you own all right, title, and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You hereby grant Totalis and Totalis Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, transmit, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service; (b) to provide, develop and improve the Service and other offerings of Totalis and/or Totalis Affiliates; (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. You also agree that Totalis may remove metadata associated with your User Content and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content. You hereby authorize Totalis and Totalis Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Totalis and Totalis Affiliates may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Totalis or any Totalis Affiliate are non-confidential and Totalis and Totalis Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that Totalis may preserve User Content and may also disclose User Content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Totalis, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Intellectual Property Complaints: Totalis respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Totalis of your infringement claim in accordance with the procedure set forth below. Totalis will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Totalis’s Copyright Agent at legal@totalis.trade (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at: 174 Connecticut St, Unit 2, San Francisco, CA, 94107, USA To be effective, the notification must be in writing and contain the following information:
  • a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
  • identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the Law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
If you believe that the relevant content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Totalis will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Totalis’s sole discretion. In accordance with the DMCA and other Law, Totalis has adopted a policy of terminating, in appropriate circumstances and at Totalis’s sole discretion, members who are deemed to be repeat infringers. Totalis may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Indemnification

To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless Totalis and Totalis Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Totalis Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to (a) your access to or use of the Service; (b) your wallets, credentials, delegated-signing permissions, API keys, systems or integrations; (c) your violation of these Terms of Service or any Law; (d) your infringement or misappropriation of any right of any person or entity; or (e) any dispute between you and any other user, market maker, Underlying Venue or third party. Totalis will provide notice to you of any such claim, suit, or proceeding. Totalis reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Totalis’s defense of such matter. You may not settle or compromise any claim against the Totalis Parties without Totalis’s written consent.

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTALIS PARTIES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, QUIET ENJOYMENT, SECURITY AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE TOTALIS PARTIES DO NOT WARRANT THAT THE SERVICE, ANY QUOTE, ANY RFQ, ANY MARKET DATA, ANY WALLET INTEGRATION, ANY DELEGATED-SIGNING PROCESS, ANY API, ANY WEBSOCKET FEED, ANY SMART CONTRACT INTERACTION, ANY POSITION STATUS OR ANY SETTLEMENT FLOW WILL BE AVAILABLE, TIMELY, ACCURATE, COMPLETE, RELIABLE, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY TRANSACTION WILL BE EXECUTED, MINED, FINALIZED, OR SETTLED; OR THAT ANY POSITION WILL PRODUCE ANY PARTICULAR RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY TOTALIS OR ANY OTHER TOTALIS PARTY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTALIS PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OPPORTUNITY, OR DIGITAL ASSETS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, the Totalis Parties will not be liable for losses or damages arising out of or relating to: (a) any adverse market movement, failed position or losing position; (b) any action or inaction by an Underlying Venue or any Third-Party Service; (c) any pricing discrepancy, market-data error, display error, stale information or mapping decision; (d) any bug, exploit, vulnerability, hack, malware, denial-of-service event or other security incident; (e) any failure, delay, or interruption of any blockchain, validator, sequencer, RPC, wallet, delegated-signing provider or smart contract; (f) any incorrect network, incorrect asset, incorrect address, failed transfer, insufficient balance or insufficient assets for owner-signed actions; (g) any suspension, cancellation, void, push, repricing, reversal, partial settlement or delay affecting any RFQ, quote, leg, position or payout; (h) any unauthorized access or use of your credentials, wallet, device, account, API key, delegated signer or session signer; or (i) any failure or delay resulting from causes beyond its or their reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, sanctions, government actions, legal or regulatory changes, power failures, telecommunications failures, internet failures, blockchain failures, validator or sequencer failures, bugs, exploits, denial-of-service events, security incidents or failures of any Third-Party Service. To the maximum extent permitted by applicable law, the aggregate liability of the Totalis Parties to you for all claims arising out of or relating to these Terms of Service, the Service and any positions or attempted positions will not exceed the greater of: (i) the total fees actually paid by you to Totalis during the six (6) months immediately preceding the event giving rise to the claim; or (ii) one hundred U.S. dollars (US$100). The limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and regardless of whether any limited remedy fails of its essential purpose.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Totalis, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Totalis are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND TOTALIS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TOTALIS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

Totalis is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing user support at support@totalis.trade. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Totalis should be sent to legal@totalis.trade (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Totalis and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Totalis may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Totalis or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Totalis is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Totalis and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Totalis agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Totalis or you under the AAA Rules, Totalis and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Totalis will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Totalis will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Totalis agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Totalis written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Suspension and Termination

Totalis may, at any time and in its sole discretion, with or without notice, suspend, restrict, limit, geoblock, rate-limit, disable or terminate your access to all or any part of the Service, or refuse to support any wallet, position, venue, market, token, asset, network, API key, delegated signer or session signer associated with you, for any reason or no reason, including any actual, suspected or potential breach of these Terms of Service, eligibility concerns, compliance concerns, legal or regulatory concerns, sanctions concerns, security concerns, market-integrity concerns, operational concerns, technical concerns, inactivity or disputes. Totalis may also cancel, reject or decline to facilitate pending RFQs, quotes, acceptances, position-creation steps, or settlement-related actions where Totalis determines that doing so is advisable. Nothing in these Terms of Service obligates Totalis to continue to provide the Service or any feature of the Service to you or to any other person. Termination or suspension of your access does not limit any other right or remedy available to Totalis. Any provision of these Terms of Service that by its nature should survive suspension or termination will survive, including provisions relating to representations, risk disclosures, intellectual property, indemnification, disclaimers, limitation of liability, dispute resolution and general provisions.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Totalis and Totalis Affiliates will have no liability or responsibility with respect thereto. Totalis reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Totalis governing your access and use of the Service, and supersede any prior agreements between you and Totalis with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Totalis submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. The failure of Totalis to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Totalis, but Totalis may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. You consent to receive communications from Totalis electronically, including by email, through the Service, through API responses, or by other electronic means. You agree that all agreements, notices, disclosures, and other communications that Totalis provides to you electronically satisfy any legal requirement that such communications be in writing.

Contact Information

Please contact us at legal@totalis.trade to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.