1. Introduction & Acceptance of Terms

These Terms of Use and User Agreement (this "Agreement") constitute a legally binding contract between you ("User," "you," or "your") and Up/Only Trader and its owners, operators, affiliates, subsidiaries, officers, directors, employees, contractors, licensors, and agents (collectively "Up/Only Trader," "Up/Only," "we," "our," or "us") governing your access to and use of the Up/Only Trader platform, accessible at uponlytrader.xyz and app.uponlytrader.xyz, including its web application, trading tools, wallet infrastructure, portfolio tracking features, Telegram Mini App integration, AI features, and all related services (collectively, the "Platform").

By taking any of the following actions, you irrevocably agree to be bound by this Agreement in its entirety:

• Accessing or browsing uponlytrader.xyz or app.uponlytrader.xyz;
• Creating an account or Up/Only Wallet;
• Connecting any third-party wallet (MetaMask, Phantom, WalletConnect, Trust Wallet, or any other wallet service);
• Executing or attempting to execute any transaction through or via the Platform;
• Using the Telegram Mini App portfolio tracking feature;
• Using any AI-powered feature, analytics tool, or copy-trading function;
• Clicking any "I Agree," "Accept," "Connect," or similar button.

If you do not agree to this Agreement in its entirety, you are not permitted to use the Platform and must immediately cease all access. Your continued use at any point constitutes your full and ongoing acceptance of the most current version of this Agreement.

2. Official Channels & Anti-Fraud / Anti-Phishing Notice

2.1 Our Official Channels

Up/Only Trader communicates with users exclusively through the following verified, official channels:

2.2 We Will Never Contact You First

2.3 How We Communicate With You

Up/Only Trader communicates with users exclusively through the following two official support channels:

• In-App Chatbot: Available directly within the Platform at app.uponlytrader.xyz;
• Email: legal@uponlytrader.xyz for legal and compliance matters.

Up/Only Trader does not provide support through Telegram (other than the official portfolio tracking bot), social media direct messages, Discord, phone calls, video calls, or any other channel. Any person claiming to be an Up/Only Trader admin or staff member and contacting you through any channel other than the above is not authorized and should be treated as fraudulent.

2.4 What Our Admins Will Never Do

Up/Only Trader admins, staff, and authorized representatives will never, under any circumstances:

• Initiate contact with you first through any channel, including email, social media, Telegram, Discord, or direct message;
• Ask you to send money, cryptocurrency, tokens, or any other asset to any wallet address for any reason;
• Ask for your wallet address for the purpose of sending, receiving, or managing funds on your behalf;
• Ask for your private key, seed phrase, wallet password, or any credential that grants access to your wallet;
• Ask you to connect your wallet to any website other than app.uponlytrader.xyz;
• Offer guaranteed returns, exclusive investment opportunities, or unsolicited trading advice;
• Request remote access to your device, screen share, or any form of account takeover;
• Ask you to purchase gift cards, vouchers, or any alternative payment for any reason.

2.5 Phishing, Scams & Impersonation

Third parties may attempt to impersonate Up/Only Trader using similar names, logos, domain names, social media handles, Telegram accounts, Discord servers, or other branding. Up/Only Trader has no affiliation with, control over, or responsibility for any such fraudulent accounts, websites, or communications.

Up/Only Trader bears absolutely no liability whatsoever for any Losses you incur as a result of:

• Clicking on phishing links, fake websites, or fraudulent URLs that impersonate or reference Up/Only Trader;
• Interacting with fake social media accounts, Telegram groups, Discord servers, or other channels impersonating Up/Only Trader;
• Sending funds, sharing wallet credentials, or disclosing seed phrases to any party claiming to be Up/Only Trader;
• Responding to unsolicited outreach from anyone claiming to represent Up/Only Trader;
• Downloading fake applications, browser extensions, or software falsely branded as Up/Only Trader;
• Participating in any airdrop, token sale, giveaway, or investment scheme falsely associated with Up/Only Trader;
• Any other action taken in reliance on fraudulent impersonation of Up/Only Trader.

2.6 Your Responsibility to Verify

You are solely responsible for verifying the authenticity of any communication, website, or account claiming to be associated with Up/Only Trader before taking any action. Always verify you are on the correct official domain (uponlytrader.xyz or app.uponlytrader.xyz) before connecting any wallet or entering any credentials. When in doubt, initiate contact yourself through the official in-app chatbot or email.

3. Definitions

• "Platform" means the Up/Only Trader web application at uponlytrader.xyz and app.uponlytrader.xyz, and all associated tools, APIs, and services;
• "Up/Only Wallet" means a non-custodial digital wallet generated through the Platform's integrated wallet creation feature;
• "Connected Wallet" means any third-party digital wallet linked to the Platform by the User, including MetaMask, Phantom, WalletConnect, Trust Wallet, and any other compatible wallet service;
• "Digital Assets" means any cryptocurrency, token, stablecoin, NFT, perpetual contract, prediction market position, or other blockchain-based asset;
• "Transaction" means any trade, swap, transfer, bridge, or on-chain action facilitated through or initiated via the Platform or any Third-Party Trading Platform;
• "Third-Party Trading Platforms" means external exchanges, DEXs, prediction markets, and trading venues including but not limited to Binance, OKX, Bybit, KuCoin, Astar, dYdX, Hyperliquid, Polymarket, and any other platform not owned or operated by Up/Only Trader;
• "Smart Contract" means autonomous, self-executing code deployed on a blockchain network;
• "Third-Party Services" means any external protocol, exchange, API, data provider, oracle, bridge, wallet provider, Telegram, social media platform, or network not owned or operated by Up/Only Trader;
• "AI Features" means any artificial intelligence, machine learning, algorithmic analysis, automated signals, or predictive analytics offered by or through the Platform;
• "Losses" means any and all direct, indirect, incidental, special, consequential, exemplary, or punitive losses, damages, costs, liabilities, or expenses of any kind.

4. Eligibility & Access

4.1 Age Requirement

You must be at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater. By using the Platform, you represent and warrant this requirement is met.

4.2 Prohibited Jurisdictions

The Platform is not offered to any person or entity in any jurisdiction where cryptocurrency trading, digital asset services, copy-trading, prediction market access, or related activities are prohibited, restricted, or require a license not held by Up/Only Trader. This includes all jurisdictions subject to OFAC, EU, UN, or equivalent sanctions. You represent and warrant that your use of the Platform is fully lawful in your jurisdiction.

4.3 No Regulatory Approval

Up/Only Trader is not a registered investment adviser, broker-dealer, money services business, financial institution, or licensed exchange in any jurisdiction. Nothing on the Platform implies any such regulatory status or approval.

4.4 User Verification

Up/Only Trader reserves the right to implement identity verification, KYC/AML procedures, or access restrictions at any time at its sole discretion without notice or liability.

5. Wallet Connectivity

5.1 Supported Wallet Services

The Platform supports connection of third-party digital wallets including MetaMask, Phantom, WalletConnect, Trust Wallet, and other compatible wallet services. These wallet providers are entirely independent, third-party services that Up/Only Trader does not own, operate, control, or maintain.

5.2 Wallet Provider Disclaimer

Up/Only Trader makes no representation, warranty, or guarantee regarding the security, availability, reliability, accuracy, or continued operation of any third-party wallet provider or service. Up/Only Trader is not responsible or liable for any Losses arising from:

• Security failures, hacks, exploits, or vulnerabilities in any third-party wallet service;
• Downtime, outages, or discontinuation of any wallet provider;
• Changes to wallet provider terms, functionality, or compatibility;
• Unauthorized access to your wallet through the wallet provider's own systems;
• Any act or omission of any wallet provider, regardless of cause.

5.3 User Responsibility Upon Connection

By connecting any wallet to the Platform, you:

• Authorize limited read access to your wallet address and on-chain data solely for Platform functionality;
• Confirm that you, and only you, hold and control the private keys to your Connected Wallet;
• Accept sole and exclusive responsibility for the security, backup, and management of your Connected Wallet;
• Acknowledge that Up/Only Trader has zero technical ability to access, move, freeze, or recover funds in any Connected Wallet;
• Acknowledge that Up/Only Trader bears no liability whatsoever for any loss, theft, unauthorized access, or destruction of funds in your Connected Wallet.

6. Up/Only Wallet Creation

6.1 Non-Custodial Architecture

Up/Only Wallets are strictly non-custodial. Up/Only Trader does not at any point hold, store, transmit, or have access to your private keys, seed phrases, or funds. You are the sole custodian of your wallet and all assets within it.

6.2 Seed Phrase — Sole Responsibility

Your seed phrase is the only means of accessing your Up/Only Wallet. You are solely and exclusively responsible for securely generating, recording, storing, and backing up your seed phrase immediately upon creation, keeping it entirely private at all times, and bearing all consequences of seed phrase loss, theft, disclosure, or compromise.

6.3 Zero Recovery Obligation

Up/Only Trader has no obligation, ability, or duty to restore, recover, reset, or recreate any Up/Only Wallet or the funds therein under any circumstances, including seed phrase loss, device failure, death, incapacity, fraud, or any other event.

7. Telegram Mini App & Portfolio Tracking

7.1 Nature of Telegram Integration

Up/Only Trader offers a portfolio tracking feature accessible via a Telegram Mini App. This feature is provided as a convenience tool only and does not constitute a financial service, trading platform, or investment product.

7.2 Telegram Is an Independent Third-Party Platform

Telegram is a third-party messaging platform owned and operated by Telegram Messenger Inc. / Telegram FZ LLC. Up/Only Trader has no ownership, control, or operational authority over Telegram or its infrastructure, policies, availability, or security.

7.3 Telegram Disclaimer

Up/Only Trader expressly disclaims all liability for any Losses arising from or related to:

• Downtime, outages, changes, or discontinuation of Telegram or its Mini App platform;
• Security failures, data breaches, or unauthorized access within Telegram's infrastructure;
• Changes to Telegram's terms of service, policies, or Mini App technical requirements;
• Inaccuracies or delays in portfolio data displayed through the Telegram Mini App;
• Any act or omission of Telegram as a company or platform, regardless of cause.

Your use of Telegram is subject exclusively to Telegram's own terms of service and privacy policy. Up/Only Trader has no responsibility for Telegram's data practices or conduct.

7.4 Portfolio Data Accuracy

Portfolio data displayed through the Telegram Mini App or any other Platform feature is sourced from third-party APIs, blockchain data, and external sources. Such data may be delayed, inaccurate, incomplete, or unavailable. Up/Only Trader makes no warranty as to the accuracy of portfolio data and bears no liability for any decisions made in reliance on such data.

7.5 Fake Telegram Accounts

Up/Only Trader does not operate any Telegram community, group, or channel. The only official Telegram presence is the Up/Only Trader bot at t.me/uponlytraderxyzbot, used exclusively for portfolio tracking. Any Telegram group, channel, or account other than the official bot that claims to represent Up/Only Trader is unauthorized and potentially fraudulent. Up/Only Trader bears no liability for any Losses arising from interaction with any such unauthorized Telegram presence. You are solely responsible for verifying the authenticity of any Telegram account before interacting with it.

8. Third-Party Trading Platforms

8.1 Up/Only Trader Is Not an Exchange

Up/Only Trader is a technology interface and analytics platform only. Up/Only Trader is not an exchange, market maker, liquidity provider, broker, or counterparty to any transaction. Up/Only Trader does not match orders, hold user funds, or operate any trading venue.

8.2 Third-Party Trading Platforms

The Platform may facilitate access to, display data from, or provide connectivity to third-party trading platforms, exchanges, and markets including but not limited to:

• Centralized Exchanges: Binance, OKX, Bybit, KuCoin, and others;
• Decentralized Exchanges & Protocols: dYdX, Hyperliquid, Astar, and others;
• Prediction Markets: Polymarket and others;
• Any other trading venue, protocol, or platform that Up/Only Trader integrates with now or in the future.

8.3 Complete Disclaimer of Responsibility for Third-Party Platforms

All Third-Party Trading Platforms are entirely independent services. Up/Only Trader does not own, operate, control, regulate, or maintain any Third-Party Trading Platform. Up/Only Trader expressly disclaims all liability for:

• The availability, reliability, uptime, or performance of any Third-Party Trading Platform;
• Any trading losses, liquidations, failed orders, or slippage occurring on any Third-Party Trading Platform;
• Hacks, exploits, security failures, or unauthorized access on any Third-Party Trading Platform;
• Changes to fees, rules, listing status, or terms of any Third-Party Trading Platform;
• Suspension, delisting, halting of trading, or discontinuation of any Third-Party Trading Platform;
• Insolvency, bankruptcy, regulatory action against, or shutdown of any Third-Party Trading Platform;
• Any act or omission of any Third-Party Trading Platform, regardless of cause.

8.4 No Control Over Blockchain Networks

Up/Only Trader has no ownership, control, or operational authority over any blockchain network. Network congestion, forks, protocol upgrades, validator behavior, MEV, or any other network-level event may affect your transactions. Up/Only Trader bears no liability for any Losses arising from blockchain network behavior, regardless of cause or nature.

8.5 Your Responsibility on Third-Party Platforms

Your use of any Third-Party Trading Platform is governed exclusively by that platform's own terms of service, risk disclosures, and policies. You are solely responsible for understanding and complying with the terms of any Third-Party Trading Platform you use. Up/Only Trader is not a party to any agreement between you and any Third-Party Trading Platform.

9. Trading Risks & Disclaimers

9.1 Risk Factors

• Extreme Volatility: Digital asset values can drop to zero instantly. No signal, AI output, or data from the Platform constitutes a guarantee of any outcome;
• Liquidity Risk: Markets may be illiquid. You may be unable to exit positions at any price;
• Smart Contract Risk: All smart contract interactions are irreversible. Bugs or exploits may cause total, permanent loss of funds. Up/Only Trader does not audit or warrant any smart contract;
• Network Risk: Blockchain networks may experience congestion, forks, halts, or failure entirely beyond Up/Only Trader's control;
• Platform Risk: Any Third-Party Trading Platform may be hacked, shut down, or halt withdrawals at any time. Up/Only Trader bears no responsibility for such events;
• Regulatory Risk: Applicable laws may change, potentially rendering assets or activities illegal, inaccessible, or valueless;
• Copy-Trading Risk: Copying any wallet, trader, signal, or strategy does not guarantee any result. You are solely responsible for every trading decision you make;
• Prediction Market Risk: Prediction market positions (including on Polymarket) may expire worthless. Up/Only Trader bears no liability for any outcome of any prediction market position;
• Oracle & Data Risk: Price feeds and analytics may be delayed, inaccurate, or manipulated by third parties. Up/Only Trader bears no liability for data inaccuracy;
• Tax Risk: Trading Digital Assets may give rise to significant tax obligations that are solely your responsibility.

9.2 Transaction Irreversibility

All on-chain transactions are final and irreversible once broadcast to a blockchain network. Up/Only Trader cannot cancel, reverse, or recover any transaction under any circumstances. You are solely responsible for verifying every detail of every transaction before submission.

10. No Financial, Legal, or Tax Advice

Nothing on the Platform — including analytics, wallet performance data, trade signals, AI outputs, copy-trading features, leaderboards, portfolio data, Telegram Mini App data, alerts, or any communication from Up/Only Trader — constitutes financial advice, investment advice, legal advice, tax advice, or any recommendation to buy, sell, hold, or transact in any Digital Asset or on any Third-Party Trading Platform.

Up/Only Trader is a technology platform only. It is not a registered investment adviser, broker-dealer, financial institution, money transmitter, bank, exchange, or regulated financial services provider in any jurisdiction. All decisions you make are entirely at your own risk and on your own judgment. Consult qualified, licensed financial, legal, and tax professionals before making any financial decision.

11. AI-Powered Features

11.1 Nature of AI Features

The Platform may incorporate artificial intelligence, machine learning, algorithmic analysis, automated signals, predictive analytics, and other AI-powered tools ("AI Features"), provided strictly as informational and experimental tools only.

11.2 No Warranty on AI Outputs

Up/Only Trader makes absolutely no warranty that any AI output, signal, or prediction will be accurate, complete, timely, or fit for any purpose; that AI Features will operate without error, bias, hallucination, or interruption; or that following any AI output will result in profit or avoid loss.

11.3 AI Disclaimer

AI outputs do not constitute financial advice. Up/Only Trader expressly disclaims all liability for any Losses arising from your reliance on any AI Feature output, signal, analysis, suggestion, or recommendation, regardless of how such output was generated or presented.

11.4 Third-Party AI Providers

AI Features may be powered in whole or in part by third-party AI providers and models (including but not limited to OpenAI, Anthropic, Google, and others). Up/Only Trader is not responsible for the outputs, accuracy, availability, data practices, or conduct of any third-party AI provider.

11.5 User Responsibility

You are solely responsible for independently evaluating all AI outputs before acting on them. Up/Only Trader bears zero liability for any action taken or not taken in reliance on any AI Feature.

12. Fees & Payments

12.1 Performance Fee

Up/Only Trader charges a performance fee of 10% of net profit per profitable trade ("Performance Fee"). The Performance Fee is:

• Calculated on a per-trade basis on realized profit only — no profit means no Performance Fee;
• Automatically and immediately deducted from your account balance at the time a profitable trade is closed, without prior notice or separate authorization;
• Non-refundable in all circumstances, including in the event of subsequent losses, market reversals, or account closure;
• Applied regardless of your overall portfolio performance — individual profitable trades are subject to the fee even if your cumulative account balance is negative.

By using the Platform's trading features, you expressly authorize Up/Only Trader to automatically deduct Performance Fees from your account balance without further action or consent required from you.

12.2 Pro Subscription

Up/Only Trader offers an optional Pro subscription at $50.00 USD per month ("Pro Subscription"), which provides access to premium Platform features. The following terms apply:

• The Pro Subscription fee is charged on a recurring monthly basis, automatically deducted from your account balance or designated payment method on your billing cycle date;
• The Pro Subscription renews automatically each month unless you cancel prior to the next billing date;
• You are solely responsible for cancelling your Pro Subscription before the next billing cycle if you do not wish to be charged. Up/Only Trader is not responsible for charges incurred due to failure to cancel;
• Pro Subscription fees are non-refundable, including for partial months, unused periods, or early cancellation;
• Up/Only Trader reserves the right to modify the Pro Subscription price or features at any time with reasonable notice. Continued subscription after any price change constitutes acceptance.

12.3 Exchange Trading Fees

Transactions executed on or through Third-Party Trading Platforms (including Binance, OKX, Bybit, KuCoin, Astar, dYdX, Hyperliquid, Polymarket, and others) are subject to trading fees, spreads, and costs charged directly by those exchanges and protocols ("Exchange Fees"). Exchange Fees:

• Are entirely separate from Up/Only Trader's Performance Fee and Pro Subscription;
• Are set solely by the relevant exchange or protocol and are subject to change at any time without notice from Up/Only Trader;
• Are non-refundable and Up/Only Trader has no control over, and bears no responsibility for, Exchange Fees of any kind;
• May vary by exchange, asset, trade size, account tier, and market conditions.

12.4 Gas Fees

All on-chain actions, including but not limited to trades, transfers, wallet interactions, and contract executions, require network transaction fees paid to blockchain validators ("Gas Fees"). Gas Fees:

• Are charged by the relevant blockchain network per on-chain action performed;
• Are entirely separate from all Up/Only Trader fees and are not collected by Up/Only Trader;
• Are non-refundable in all circumstances, regardless of whether the transaction succeeds, fails, or is reverted;
• Fluctuate based on network congestion and conditions beyond Up/Only Trader's control. Up/Only Trader makes no representation as to the amount of Gas Fees you may incur.

12.5 Fee Summary

12.6 Fee Modifications

Up/Only Trader reserves the right to modify, introduce, or eliminate any Platform fee at any time at its sole discretion. Material fee changes will be communicated through the Platform where reasonably practicable. Continued use of the Platform after any fee change constitutes your acceptance of the revised fees.

12.7 Taxes

You are solely and exclusively responsible for determining, reporting, and paying all taxes, levies, and duties arising from your use of the Platform, payment of any fees, or any transactions executed through any Third-Party Trading Platform. Up/Only Trader provides no tax reporting, tax advice, or tax documentation and is not liable for any tax liability you incur.

13. Data, Privacy & Security

13.1 Data Collection

By using the Platform, you consent to collection and processing of data including wallet addresses, on-chain data, device identifiers, IP addresses, usage analytics, and voluntarily provided information, as described in our Privacy Policy incorporated herein by reference.

13.2 Blockchain Transparency

All on-chain transactions are permanently and publicly visible on the relevant blockchain. Up/Only Trader has no ability to make any on-chain activity private. Do not conduct any transaction you intend to keep confidential.

13.3 Security Limitations

While Up/Only Trader implements reasonable security measures, no system is guaranteed secure. Up/Only Trader does not warrant that the Platform will be free from unauthorized access, data breaches, exploits, or technical failures, and bears no liability for any Losses resulting therefrom.

13.4 International Data Transfers

Your data may be processed in jurisdictions outside your country of residence. By using the Platform, you consent to such international data transfers to the extent permitted by applicable law.

13.5 Third-Party Data Practices

Up/Only Trader is not responsible for the data collection, storage, or privacy practices of any Third-Party Services, including Telegram, wallet providers, or Third-Party Trading Platforms. Your use of any Third-Party Service is subject to that service's own privacy policy.

14. Platform Availability & Maintenance

Up/Only Trader does not warrant that the Platform will be available, uninterrupted, or error-free at any time. The Platform may be suspended, modified, or discontinued at any time with or without notice for any reason including maintenance, regulatory requirements, security incidents, third-party service failures, or business decisions at Up/Only Trader's sole discretion. Up/Only Trader bears no liability for any Losses resulting from Platform unavailability, interruption, suspension, or discontinuation, regardless of cause or duration.

15. Prohibited Conduct

You agree not to use the Platform for any of the following:

• Any activity that violates any applicable local, national, or international law or regulation;
• Market manipulation, wash trading, front-running, spoofing, layering, or any fraudulent trading activity;
• Money laundering, terrorist financing, sanctions evasion, or any illicit financial activity;
• Unauthorized access to or exploitation of the Platform, infrastructure, or other users' accounts or wallets;
• Circumventing any security, access control, or eligibility restriction on the Platform;
• Deploying bots, scrapers, or automated tools without prior written consent from Up/Only Trader;
• Reverse engineering or decompiling any part of the Platform;
• Transmitting malware, viruses, or harmful code to or through the Platform;
• Creating or operating any phishing website, fake account, or fraudulent communication impersonating Up/Only Trader;
• Impersonating Up/Only Trader, its employees, or any other person or entity;
• Any conduct intended to damage the reputation, operations, or infrastructure of Up/Only Trader.

Up/Only Trader reserves the right to immediately terminate access, report conduct to relevant authorities, and pursue all available legal remedies against any User engaged in prohibited conduct.

16. Intellectual Property

All intellectual property in and to the Platform — including the Up/Only name, Up/Only Trader name, uponlytrader.xyz domain, trademarks, logos, interface designs, software code, algorithms, AI models, data compilations, and all other materials — are exclusively owned by or licensed to Up/Only Trader and protected by applicable intellectual property laws worldwide. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for its intended purpose. No other right or license is granted. Any unauthorized use, reproduction, or impersonation of Up/Only Trader's intellectual property is strictly prohibited and may be subject to legal action.

17. Complete Disclaimer of Warranties

To the maximum extent permitted by all applicable laws, the Platform and all content, features, data, AI outputs, portfolio data, and services are provided strictly on an "as is," "as available," and "with all faults" basis. Up/Only Trader, its affiliates, officers, directors, employees, contractors, and licensors expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation:

• Any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
• Any warranty that the Platform will be uninterrupted, error-free, secure, or free from viruses;
• Any warranty regarding the accuracy, completeness, timeliness, or reliability of any content, data, AI output, price feed, or portfolio data;
• Any warranty that defects will be corrected or that any server is free of malicious code;
• Any warranty regarding results that may be obtained from use of the Platform;
• Any warranty relating to the performance, reliability, or conduct of any Third-Party Service, Third-Party Trading Platform, wallet provider, or Telegram.

No oral or written information or representation given by Up/Only Trader or any representative shall create any warranty not expressly stated in this Agreement.

18. Absolute No-Liability Clause

18.1 Total Exclusion of Liability

To the absolute maximum extent permitted by applicable law, in no event shall Up/Only Trader, its affiliates, subsidiaries, parent companies, officers, directors, shareholders, employees, contractors, agents, licensors, or successors be liable to you or any third party for any Losses of any kind, whether direct, indirect, incidental, special, consequential, exemplary, enhanced, or punitive, including but not limited to:

• Loss of Digital Assets, cryptocurrency, tokens, or any other financial assets of any kind;
• Loss of profits, revenue, business, goodwill, data, or anticipated savings;
• Loss resulting from hacks, exploits, smart contract bugs, or security failures on any platform;
• Loss resulting from the insolvency, shutdown, hack, or failure of any Third-Party Trading Platform including Binance, OKX, Bybit, KuCoin, Astar, dYdX, Hyperliquid, Polymarket, or any other exchange or protocol;
• Loss resulting from wallet provider failures, hacks, or changes including MetaMask, Phantom, WalletConnect, or Trust Wallet;
• Loss resulting from Telegram downtime, security failures, data breaches, or policy changes;
• Loss resulting from reliance on AI outputs, signals, analytics, copy-trading features, or portfolio data;
• Loss resulting from blockchain network behavior, congestion, forks, or failures;
• Loss resulting from inaccurate price data, oracle failures, or data feed errors;
• Loss resulting from Platform unavailability, downtime, or discontinuation;
• Loss resulting from phishing attacks, scams, or fraudulent impersonation of Up/Only Trader;
• Loss resulting from your clicking on fraudulent links, fake websites, or scam communications;
• Loss resulting from unauthorized access to your account or wallet;
• Loss resulting from your failure to secure your seed phrase or private keys;
• Loss resulting from irreversible on-chain transactions;
• Loss resulting from regulatory action, government orders, or changes in law;
• Loss resulting from market volatility, slippage, liquidation, or failed order execution;
• Performance Fees or Pro Subscription fees automatically deducted in accordance with this Agreement;
• Exchange Fees or Gas Fees charged by third-party platforms or blockchain networks;
• Any other direct or indirect financial, personal, or consequential loss of any nature whatsoever.

This exclusion applies regardless of the legal theory on which any claim is based (including contract, tort, negligence, strict liability, statute, or otherwise) and regardless of whether Up/Only Trader has been advised of the possibility of such Losses.

18.2 Absolute Liability Cap

In jurisdictions that do not permit complete exclusion of liability, Up/Only Trader's total aggregate liability to you for all claims combined shall under no circumstances exceed the lesser of: (a) the total Platform Fees actually paid by you to Up/Only Trader in the ninety (90) calendar days immediately preceding the event giving rise to the claim; or (b) one hundred United States Dollars (USD $100).

18.3 Essential Basis of the Bargain

You acknowledge that these disclaimers and limitations reflect a reasonable allocation of risk and that Up/Only Trader would not provide the Platform without them. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

18.4 Jurisdictional Savings

In jurisdictions that do not permit complete exclusion or limitation of certain types of liability, Up/Only Trader's liability is limited to the minimum extent required by applicable mandatory law only. All other limitations remain in full force.

19. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend (at Up/Only Trader's option), and hold harmless Up/Only Trader and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all claims, liabilities, judgments, damages, Losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Platform in any manner;
• Your use of any Third-Party Trading Platform, wallet provider, or Telegram accessed through or in connection with the Platform;
• Your violation of this Agreement or any applicable law or regulation;
• Any Transaction executed through your wallet, account, or connected address;
• Your reliance on any AI output, signal, portfolio data, or analytics from the Platform;
• Your interaction with any phishing site, scam, or fraudulent account;
• Your negligence, willful misconduct, or fraud;
• Any third-party claim arising from your use of the Platform.

20. Dispute Resolution & Arbitration

20.1 Mandatory Informal Resolution

Before initiating any formal dispute, you must contact Up/Only Trader in writing at [email protected] with a detailed description of the dispute and requested relief. The parties shall negotiate in good faith for no less than thirty (30) calendar days. This is a mandatory prerequisite to any arbitration or legal proceeding.

20.2 Binding Arbitration

If informal resolution fails, all disputes shall be resolved exclusively by final and binding individual arbitration under the rules of an internationally recognized arbitration body agreed upon by the parties, or failing agreement, under ICC rules. The seat shall be a neutral jurisdiction agreed upon by the parties. The language of arbitration shall be English.

20.3 Class Action & Jury Trial Waiver

To the fullest extent permitted by law, you irrevocably waive any right to: (a) participate in any class action lawsuit, class-wide arbitration, consolidated arbitration, or representative action against Up/Only Trader; and (b) a jury trial in any dispute with Up/Only Trader. All disputes must be brought in your individual capacity only.

20.4 Statute of Limitations

Any claim arising from or relating to this Agreement or the Platform must be filed within one (1) year after the claim arose. Claims filed after this period are permanently barred, regardless of any applicable statute of limitations to the contrary.

20.5 Injunctive Relief

Nothing in this Section prevents Up/Only Trader from seeking injunctive or other emergency relief in any court of competent jurisdiction to protect its intellectual property or prevent irreparable harm.

21. Termination

Up/Only Trader reserves the right, at its sole and absolute discretion, to suspend, restrict, or permanently terminate your access to the Platform at any time, with or without notice, and without liability to you, for any reason or no reason whatsoever. Upon termination, your license to use the Platform immediately and automatically terminates. All provisions that by their nature survive termination — including all disclaimers, limitations of liability, indemnification, intellectual property, and dispute resolution provisions — shall survive indefinitely. Up/Only Trader is not obligated to refund any fees paid prior to termination.

22. Amendments

Up/Only Trader reserves the right to modify, update, or replace this Agreement at any time at its sole discretion, with or without notice. The Effective Date and Version above will be updated accordingly. Your continued use of the Platform following any modification constitutes irrevocable acceptance of the modified Agreement. You are responsible for regularly reviewing this Agreement at uponlytrader.xyz/terms.

23. General Provisions

• Entire Agreement: This Agreement, together with the Privacy Policy and any policies incorporated by reference, constitutes the entire agreement between you and Up/Only Trader and supersedes all prior agreements and understandings;
• Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and all remaining provisions continue in full force;
• No Waiver: Failure to enforce any provision on any occasion shall not constitute a waiver of the right to enforce it subsequently;
• Assignment: You may not assign your rights under this Agreement without prior written consent. Up/Only Trader may freely assign this Agreement in connection with a merger, acquisition, or sale of assets;
• Force Majeure: Up/Only Trader shall not be liable for any failure arising from causes beyond its reasonable control, including blockchain failures, protocol exploits, third-party platform failures, regulatory actions, natural disasters, or infrastructure failures;
• No Third-Party Beneficiaries: This Agreement does not confer any rights or remedies on any third party, including any Third-Party Trading Platform;
• Language: This Agreement is executed in English. Any translations are for convenience only. The English version governs in all cases of conflict or ambiguity.

24. User Acknowledgment & Acceptance

For legal inquiries or to report fraud/impersonation, contact: