Terms of Service

(Last updated 26 April 2025)

1. Definitions

2. Eligibility & User Representations

• You are at least 18 years old and have the legal capacity to enter into these Terms.
• You are not a resident of, or located in, any jurisdiction where the use of the Service is prohibited by law or regulation (including sanctions).
• You will use only Exchange accounts and funds that belong to you and that derive from lawful sources.
• You will supply accurate, current and complete registration information and promptly update it if it changes.
• You are solely responsible for (i) maintaining the confidentiality of your login credentials and API Keys, and (ii) all activity that occurs under your Account or via your API Keys.

3. Scope of the Service

• Software Licence. GAINZ grants you a personal, non-exclusive, non-transferable, revocable, limited licence to access and use the Service strictly in accordance with these Terms.
• No Custody. GAINZ never holds your fiat currency or assets. All trades occur directly on the connected Exchange via your API Keys.
• No Investment Advice. GAINZ is not a broker-dealer, investment adviser, portfolio manager, legal adviser or tax adviser. The Service and any Content are provided for informational and automation purposes only and do not constitute investment, legal or tax advice.
• No Fiduciary Duty. GAINZ acts solely as a technology vendor. The parties agree that GAINZ does not owe—and expressly disclaims—any fiduciary, advisory, or other equitable duty to User.
• Service Changes. We may add, modify, suspend or discontinue the Service (or any feature) at any time without liability. Where reasonably practicable, we will give advance notice (e-mail, in-app message or website banner).

4. Risks

Trading assets is high-risk and volatile. By using the Service, you acknowledge that:

• You may lose some or all of the funds in your Exchange account(s).
• Past performance does not guarantee future results.
• Technical failures (e.g., internet outages, Exchange downtime, API changes, software bugs, systems attacks) can cause unintended trades, missed trades, or loss of data.
• You are solely responsible for monitoring your positions and for enabling appropriate risk-mitigation settings (e.g., stop orders, limits).

5. Fees, Billing & Refunds

• Subscription Fees. Fees, billing frequency and plan features are described on our pricing page. Fees are non-refundable except as required by law or as expressly stated in Section 5.3.
• Taxes. Prices are exclusive of any applicable taxes; you are responsible for all taxes associated with your purchase.
• Seven-Day Good-Faith Refund. If you cancel within seven (7) calendar days of first purchasing a paid plan and demonstrate that the core automation features were non-functional for you, we will refund the unused portion of your first-period fee. Refunds are paid in the original payment currency/method within 30 days and may be reduced by non-recoverable payment-processor charges.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose, including money-laundering, terrorist financing or market manipulation.
• Reverse-engineer, decompile, disassemble or otherwise attempt to derive source code from the Service.
• Resell, sublicense, copy, distribute or exploit any part of the Service except as expressly permitted.
• Interfere with or disrupt the Service or servers.
• Upload malicious code or compromise the security of the Service or any user.
• Infringe any intellectual-property or privacy rights.

7. Client Data & Privacy

• Ownership. All data you supply via the Service ("Client Data") remains your property.
• Licence to Operate. You grant GAINZ a worldwide, royalty-free licence to process Client Data solely to provide and improve the Service.
• Aggregated Statistics. GAINZ may create and use aggregated, anonymised data for analytics, product development and industry research. Such data will not identify you or any individual.
• Privacy Policy. Our collection, use and disclosure of personal information is governed by the Privacy Policy, which is incorporated by reference.

8. Intellectual Property

The Service, including all underlying software and Content, is owned by GAINZ or its licensors and is protected by copyright, trademark and other laws. Except for the limited licence in Section 3.1, no rights are granted to you. "GAINZ," the GAINZ logo and related marks are trademarks of GAINZ LLC.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GAINZ disclaims all warranties—express, implied or statutory—including merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted availability. We do not guarantee that:

• the Service will meet your requirements or objectives;
• the Service will be error-free or continuously available;
• results obtained through the Service will be accurate, reliable or profitable.

10. Limitation of Liability

To the fullest extent permitted by law:

• Complete damages waiver. In no event will Gainz be liable for any indirect, incidental, special, multiple, punitive, exemplary or consequential damages—including lost profits, revenue, data, goodwill, or business interruption, as well as any statutory damages— even if we knew or should have known such damages were possible.
• Cap on direct damages. Gainz's total aggregate liability for all claims arising out of or related to the Service will not exceed the greater of (i) fifty US dollars (US $50) or (ii) the fees actually paid by you to Gainz in the thirty (30) days before the event giving rise to liability.
• Exchange and API failure shield. Gainz has no liability for outages, order-execution errors, rollbacks, security incidents, API changes, delistings or other failures occurring at any third-party exchange, blockchain network or internet service provider.
• One-year claim window. Any claim you may have must be filed within one (1) year after the cause of action arises or it is permanently barred.

Some jurisdictions do not allow certain limitations; in such cases the above limitations apply to the maximum extent permitted.

11. Indemnification

You will defend, indemnify and hold harmless Gainz, its affiliates, and their officers, directors, employees and agents from any claim, loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or related to:

• (a) your breach of these Terms;
• (b) your use or misuse of the Service;
• (c) any allegation that Client Data or your trading activity infringes intellectual-property, privacy, export-control or securities laws;
• (d) your violation of any applicable law, regulation or sanctions program.

12. Suspension & Termination

• By You. You may close your Account at any time via the dashboard.
• By GAINZ. We may suspend or terminate your access immediately upon notice if you violate these Terms, use the Service in a prohibited manner, or if required by law.
• Effect. Upon termination: (i) all licences granted to you cease; (ii) outstanding payment obligations survive; (iii) Sections 4, 6, 7, 8, 9, 10, 11, 13 and 14 survive.

13. Governing Law & Dispute Resolution

• Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules.
• Arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware. Class actions are not permitted.
• Injunctive Relief. Nothing prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its intellectual-property or confidential information.
• No public injunctive relief; class-action and jury waiver. Disputes will be resolved only on an individual basis; you waive any right to bring or participate in class, collective or representative actions and any right to a jury trial. The arbitrator may not award public injunctive relief; any request for such relief must be brought in a court of competent jurisdiction.

14. Changes to the Terms

We may amend these Terms by posting a revised version on our website and/or by email. Changes take effect on the "Last updated" date shown above. Your continued use of the Service after any change constitutes acceptance.

15. Miscellaneous

• Entire Agreement. These Terms (plus the Privacy Policy) constitute the entire agreement between you and GAINZ regarding the Service and supersede any prior agreements.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• Assignment. GAINZ may assign these Terms; you may not assign or transfer them without our written consent.
• Force Majeure. GAINZ is not liable for delays or failures caused by events beyond its reasonable control.
• No reliance. You acknowledge that you have not relied on any statement or promise not expressly set out in these Terms.
• Feedback licence. You grant Gainz a perpetual, irrevocable, royalty-free licence to use, modify and commercialise any feedback, suggestions or ideas you submit.
• Derivative and aggregated data. Gainz owns all rights in any anonymised, aggregated or derivative data generated by the Service, even if derived from Client Data.
• API-key security allocation. You are solely responsible for safeguarding your API keys; Gainz bears no liability for transactions executed with a compromised key.
• Severability and blue-pencil. If any provision is unenforceable, a court may modify it to the minimum extent necessary to make it enforceable while preserving the parties' intent.
• Prevailing-party fees. In any action to enforce these Terms, the prevailing party is entitled to recover reasonable attorneys' fees and costs.
• Force majeure. Gainz is excused from performance for events beyond its reasonable control, including regulatory changes that render the Service illegal or commercially impracticable.
• Export-control and sanctions compliance. You represent that you are not on any U.S. Treasury OFAC or other sanctions list and will not use the Service in embargoed jurisdictions or for prohibited purposes.