Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Theta Labs Markets, Inc., a Delaware corporation (“updown”, “we”, “us”). They govern your use of the updown website, mobile app and related services (together, the “Service”).

By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of a company or other entity, you confirm that you have authority to bind it, and “you” includes that entity.

The rules shown on each market (including how it settles) and any other rules or notices we publish for the Service form part of these Terms. If they conflict with these Terms, these Terms prevail unless the market rules expressly say otherwise.

To use the Service you must:

• be at least 18 years old, and at least the age of majority where you live, and able to form a binding contract;
• not be located in, or ordinarily resident in, a Restricted Jurisdiction (see Restricted jurisdictions), and not be a national of a country or region subject to comprehensive sanctions;
• not be named on, or owned or controlled by anyone named on, any sanctions or restricted-party list, including those kept by the U.S. Treasury Department (OFAC), the U.S. Commerce and State Departments, the United Nations, the European Union and the United Kingdom;
• not be prohibited from using the Service under any law that applies to you;
• not be acting on behalf of, or under the direction or control of, anyone who does not meet these requirements;
• understand how the products work and their risks, including that you can lose everything you pay for a position;
• only use funds that you lawfully own or are authorised to use, and that do not come from criminal activity;
• give us information that is accurate, complete and up to date.

These statements must stay true for as long as you use the Service.

You may not use a VPN, proxy or any other method to hide your location or get around our access restrictions. You may hold only one account. You may let other people use your account through Team; you are responsible for everything they do with it, and each of them must meet these requirements and accept these Terms. We may restrict or block access to the Service in any jurisdiction at any time, may ask you to confirm your eligibility, and may close any account that does not meet these requirements. If you do not give us information we ask for within the time we set, or it is not adequate, we may restrict or close your account and exclude you from rewards and promotions.

To comply with applicable laws, regulations and sanctions programs, the Service is not available in the following countries and regions (“Restricted Jurisdictions”):

Afghanistan · Algeria · Angola · Australia · Belarus · Belgium · Bolivia · Bulgaria · Burkina Faso · Burundi · Cameroon · Canada · Central African Republic · China · Côte d’Ivoire · Cuba · Democratic Republic of the Congo · Ethiopia · France · Germany · Haiti · Iran · Iraq · Italy · Kenya · Laos · Lebanon · Libya · Mali · Monaco · Mozambique · Myanmar · Namibia · Netherlands · Nicaragua · Niger · North Korea · Poland · Russia · Singapore · Somalia · South Sudan · Sudan · Switzerland · Syria · Taiwan · Thailand · Ukraine · United Arab Emirates · United Kingdom · United States · United States Minor Outlying Islands · Venezuela · Yemen · Zimbabwe

Restricted Jurisdictions also include any country or region subject to comprehensive U.S., U.N., E.U. or U.K. sanctions, and any place where using the Service would be unlawful.

We may use IP geolocation and other signals to enforce these restrictions, but you remain solely responsible for making sure your use of the Service is lawful where you are. Do not use a VPN, proxy or any other method to hide your location. If you do not know whether the Service is available to you, do not use it.

This list may change at any time based on legal, regulatory, risk or operational considerations, and we may restrict or disable the Service or any feature of it in any place without notice. If the Service becomes unavailable where you are, we will still let you withdraw your available balance to a wallet you control, unless the law or a sanctions requirement prevents it. Questions about availability can be sent to hello@updown.fast.

You sign in through Privy, our authentication provider, using email, Google or Apple. Signing in creates a digital wallet for you through Privy, linked to your login. Your cash balance on updown is the USDG held in that wallet on Robinhood Chain; we do not hold it in our own accounts.

To trade, you grant the Service permission to sign transactions from your wallet on your behalf (“trading permission”). This permission is used only to carry out what you ask for and what these Terms describe: paying for positions you buy and their fees, receiving payouts and sale proceeds, settling positions and processing withdrawals you request. You move funds out of your wallet by making a withdrawal through the Service.

You are responsible for keeping your login method secure and for all activity on your account. Tell us promptly at hello@updown.fast if you think your account has been accessed without your permission.

We give every account a username, which you can change. Usernames may not impersonate anyone, infringe anyone’s rights, or be offensive. We may change or remove a username that breaks these rules.

The Service currently offers:

• Interval markets. Contracts on whether a stock, crypto asset or other reference will finish a fixed window (for example 5, 15 or 60 minutes, or one day) above or below its starting value. A winning contract pays $1; a losing one pays nothing.
• Options. Options on stock tokens traded on Robinhood Chain, which pay out based on the token’s price at expiry.
• Pre-IPO markets. Cash-settled contracts that reference a third-party market’s implied valuation of a private company. You do not own, and cannot receive, any shares or other interest in the company.

All products are cash-settled. None of them gives you ownership of, or any right to, an underlying stock, token, company share or other asset. updown is not an exchange, a broker-dealer, a bank or an investment adviser. We may add, change or remove products and markets at any time.

Nothing on the Service is investment, financial, legal, accounting or tax advice, and nothing on it is a recommendation to make any trade or follow any strategy. You are solely responsible for your decisions.

We do not act as your agent, broker, fiduciary, adviser or custodian, and we do not owe you a duty of best execution or the best available price.

Takes, comments, leaderboards and other content from users are their own opinions, not ours, and we do not endorse them. Copying another user’s trade is your own decision.

We work to keep prices, charts, statistics and other information accurate and up to date, but they may contain errors, omissions or delays. Do not rely on them as the only basis for a decision.

Each market states how it settles, including the reference source it uses (for example on-chain pool prices, Pyth, Chainlink, Coinbase or Hyperliquid) and how ties are treated. Those settlement rules form part of these Terms.

We determine the settlement value of every market from its reference source, and that determination is final, except in the case of manifest error. If reference data is unavailable, delayed, clearly wrong, disrupted or affected by manipulation, we may delay settlement, settle using the best available data, or void the affected positions and return what was paid for them.

Reference sources are run by third parties. We do not control them and are not responsible for their errors or outages.

Prices move continuously. The price you see may change before your order is processed, and orders are subject to the price limits shown at the time you place them. An order is not accepted until it is filled.

We may decline or limit any order, for example because of order size or position limits, market hours, stale or unavailable prices, or a trading pause. Filled orders are final, except as described under “Erroneous trades” below.

An “Erroneous Trade” is any trade, quote, fill or settlement that we reasonably determine, based on market data, the market’s reference source or other objective evidence available at the time, resulted from an obvious error, malfunction or irregularity. Examples include a price materially out of line with the reference price or the market at the time, a stale or incorrect price, and a failure in our pricing, settlement or other systems.

If you believe a trade is erroneous, tell us at hello@updown.fast as soon as you can, and where possible within 60 minutes of the trade and before the market settles. You must not knowingly take advantage of a pricing error or system malfunction; report it to us instead.

While we review a possible Erroneous Trade, we may temporarily pause trading in the affected market or account, or delay settlement of the affected positions. If we determine that a trade was erroneous, we may cancel it and return what was paid, or adjust its price to a fair value, before or after settlement. If an Erroneous Trade has already been paid out, we may ask the person who received the payment to return it; we will explain why, share reasonable supporting evidence, and give them at least 10 business days to respond.

We are not required to review every trade, and we may treat different situations differently where the facts call for it; a decision in one case does not bind us in another. Our determinations under this section are final, subject to the dispute process in these Terms. To the extent permitted by law, we are not liable for losses arising from a review or a correction made in good faith under this section.

Your balance is held in USDG on Robinhood Chain. You can deposit from supported networks and, where available, by card, Cash App or an exchange. Card and Cash App purchases, exchange transfers, conversions and cross-chain transfers are provided by third parties (such as Unifold, Privy and their payment partners), whose own terms, fees and identity checks apply.

You can withdraw your available balance to a wallet address you control on a supported network, as USDG on Robinhood Chain or, where available, converted to another token or network by a third party such as Unifold, whose quote shows what you will receive before you confirm and whose fees and terms apply to the conversion. Funds committed to open positions are not available to withdraw until those positions close or settle. Check every withdrawal address carefully: blockchain transfers cannot be reversed, and we cannot recover funds sent to a wrong address.

We will only restrict withdrawals for as long as one of these reasons applies: a pause of the whole Service; a security incident; a requirement of law, a court or a sanctions program; or a review of a possible Erroneous Trade or breach of these Terms involving your account. We will lift a restriction as soon as its reason ends and, where we are allowed to, tell you why it was applied.

We are not a bank. Balances are not deposits and are not insured by any government or deposit insurance scheme.

The Service relies on and links to services we do not operate, including our sign-in and wallet provider, blockchain networks, bridges, card payment providers, price and data sources, and GIF and social platforms (“Third-Party Services”). They are governed by their own terms and privacy policies.

We do not control Third-Party Services and are not responsible for their content, availability, security or accuracy. Your use of them is at your own risk.

From time to time we may offer promotions, such as trade credit or creator rewards. Each promotion is subject to the terms shown when it is offered, and to these rules:

• Trade credit is promotional. It can only be used to trade on updown, has no cash value, and cannot be withdrawn or transferred. Profit you earn on a trade funded with trade credit is yours.
• Rewards and promotions are offered at our discretion, may be limited to certain users, and may be changed, suspended or ended at any time. If a promotion's own terms conflict with these Terms, the promotion's terms apply to that promotion.
• We may review eligibility for a promotion after the fact, and may refuse, reverse or remove trade credit, rewards or promotional benefits that were not earned under its rules, including those obtained through multiple accounts, wash trading, collusion or any other abuse. We may also suspend the accounts involved.

Maker rebates and the Trade API. When another customer's order fills against your resting order on an order book, you earn a share of the fee they paid. Maker rebates, and your use of the updown Trade API, are governed by our API and Liquidity Provider Agreement, which is part of these Terms.

Referrals. When someone signs up through your referral link, you earn 25% of the trading fees they pay in cash (fees paid with trade credit don't count), for as long as the program runs. A person can be referred only once, when they sign up. Earnings are counted each day and can be claimed from the next day, in any amount, to your wallet. Referring yourself or accounts you control is not allowed, and we may void referral earnings that don't follow these rules.

We may change, pause or discontinue any part of the Service, including pausing trading, deposits or withdrawals, listing or retiring markets, and changing fees, limits or market schedules. Where we can, we will give notice on the Service. Positions that are open when we make a change will settle under the rules that applied when they were opened. Withdrawals are only ever restricted as described under “Deposits and withdrawals”.

The Service may at times be unavailable, for example for maintenance, because of a blockchain or third-party outage, during abnormal market conditions, or for security or legal reasons. We will try to give notice of planned downtime where we can.

We may also change the networks, stablecoin, wallet provider or other infrastructure the Service uses. If a change requires you to take action, we will give you notice and instructions, and you are responsible for following them within any stated deadline.

Limits, price checks and other safeguards in the Service may not always work as intended. They are not a guarantee that an erroneous or unintended trade will be prevented or reversed.

You agree not to:

• manipulate, or attempt to manipulate, any market or any reference price, liquidity pool or data source a market relies on;
• engage in wash trading, trading between accounts you control, front-running, spoofing, or pre-arranged or coordinated trades;
• trade on material non-public or other confidential information about a company, asset or event a market refers to, where using it breaches a duty you owe to anyone, or where you got it from someone who owed such a duty;
• trade in a market whose outcome or reference price you, or anyone directing you, can influence;
• trade to create a false impression of activity, volume or results, including to move up a leaderboard or earn rewards;
• exploit errors, delays or malfunctions in our prices or systems;
• use bots, scripts, scrapers or other automated means to access the Service without our written permission;
• open or control more than one account (other than an account whose owner let you in through Team), or trade in coordination with others to abuse the Service or a promotion;
• use the Service for money laundering, terrorist financing, fraud or any other unlawful purpose, or in breach of sanctions;
• get around our location restrictions or any other access control;
• interfere with, overload or disrupt the Service, or attempt to gain unauthorised access to it or to other users’ accounts;
• probe, scan or test the Service for vulnerabilities, or get around any security measure;
• reverse engineer, decompile or otherwise try to derive the Service’s source code, except where the law allows it;
• upload or transmit malware or any other harmful code;
• collect or harvest information about other users;
• copy, sell or redistribute prices, data or other content from the Service for commercial purposes without our written permission;
• impersonate any person, misrepresent an affiliation, or give us false information;
• post content that is unlawful, harassing, hateful, misleading or infringes anyone’s rights.

If we reasonably believe you have broken these rules, we may cancel affected trades, void positions, withhold promotional benefits, limit your account to closing existing positions, and suspend or close your account, in addition to any other remedy available to us. We may monitor activity on the Service and screen wallet addresses against sanctions lists to detect prohibited conduct, and we may investigate breaches and cooperate with law enforcement.

The Service lets you post content such as takes, GIFs, chat messages and profile details. You keep ownership of your content. You grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, display, reproduce, adapt and share it in connection with operating and promoting the Service, including in our marketing. If you delete content, this licence ends for that content, except where it is already part of material we created before then. You confirm that you have the right to post your content and to grant this licence.

If you send us feedback or ideas, we may use them freely, without any obligation to you.

Content you post may be visible to other users and the public, according to your profile visibility settings. GIFs are provided by Klipy and are subject to its terms. We may remove any content at any time.

Trading involves risk, and you should only trade with money you can afford to lose. In particular:

• You can lose the entire amount you pay for a position.
• Short-dated markets and options can change value very quickly, especially close to their close or expiry, when small price moves can decide the outcome.
• Past results do not indicate future results.
• Blockchain networks, smart contracts, wallets, bridges and price oracles can fail, be delayed, be hacked or be changed.
• Digital assets, including the stablecoin your balance is held in, carry their own risks.
• Laws affecting digital assets and these products may change.

You are responsible for working out, reporting and paying any taxes that apply to your use of the Service.

The Service, including its software, design and the updown name and logo, is owned by us or our licensors. We grant you a limited, personal, revocable licence to use the Service in line with these Terms.

Names and logos of companies, stocks and assets shown on the Service belong to their owners and are used only to identify what a market refers to. Their appearance does not mean those companies endorse, sponsor or are affiliated with updown.

We may suspend or close your account, or restrict your access to the Service, at any time and at our discretion, including if we believe you have broken these Terms, if the law requires it, or to protect the Service or its users. Your licence to use the Service ends when your access does. If your account is suspended or closed, open positions will still settle under their market rules, any unused trade credit is forfeited, and you can still withdraw your available balance unless a withdrawal restriction described under “Deposits and withdrawals” applies.

You can stop using the Service at any time and can delete your account as described in our Privacy Policy. Sections of these Terms that by their nature should survive termination will survive it.

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability and security. We do not warrant that the Service will be uninterrupted, error-free or secure, or that any data, price or content is accurate or complete.

To the fullest extent permitted by law, we and our officers, directors, employees and agents will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising from or related to the Service or these Terms. Our total liability for all claims arising from or related to the Service or these Terms will not exceed the greater of $100 or the fees you paid us in the 12 months before the claim arose. We are not liable for failures of blockchain networks, wallets, authentication providers, data providers or other third-party services.

Some jurisdictions do not allow some of these limitations, so some of them may not apply to you.

You agree to indemnify and hold harmless Theta Labs Markets, Inc. and its officers, directors, employees and agents from any claims, losses, liabilities and expenses (including reasonable legal fees) arising from: (a) your use of the Service or your content; (b) your breach of these Terms; (c) your breach of any law or of anyone else’s rights; (d) anyone’s use of the Service through your devices or login; or (e) any dispute between you and another user or third party. We may control the defence and settlement of any claim you must indemnify us for, and you agree to cooperate with us.

These Terms, and any dispute relating to them or the Service, are governed by the laws of the State of Delaware and, where applicable, U.S. federal law, without regard to conflict-of-laws rules.

Informal resolution first. Before starting any formal proceeding, the party with the claim must send the other a written notice. To notify us, email hello@updown.fast with “Dispute” in the subject line, and include your username, a description of the dispute with any supporting information, the relevant dates and times, and the remedy you are asking for. Neither party may start arbitration until 60 days after a complete notice is sent, and both parties will try in good faith to resolve the dispute in that time. Any limitation period is paused during those 60 days.

A question about how a trade was priced or how a market settled should first be raised under the “Erroneous trades” section.

If the dispute is not resolved, it will be settled by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, in English, before a single arbitrator, on an individual basis. The seat of arbitration is Delaware, and hearings may be held remotely where the rules allow. The arbitrator decides any question about the scope, validity or enforceability of this arbitration agreement.

No class actions. You and we may bring claims only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding.

Jury waiver. If a dispute is heard in court for any reason, you and we each waive the right to a jury trial, to the fullest extent permitted by law.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may ask a court for an injunction to protect its intellectual property.

Opting out. You may opt out of this arbitration agreement by emailing hello@updown.fast within 30 days of first accepting these Terms, with your username, name and email address. This section survives the end of your use of the Service.

We may update these Terms from time to time. When we do, we will change the “Last updated” date above and, for material changes, give notice on the Service. Continuing to use the Service after a change takes effect means you accept the updated Terms.

These Terms, together with our Privacy Policy and the rules shown on each market, are the entire agreement between you and us about the Service. If any part of these Terms is found unenforceable, it will be limited to the minimum extent necessary or removed, and the rest remains in effect. Our failure to enforce a right is not a waiver of it, and any waiver must be in writing. Nothing in these Terms creates a partnership, agency or employment relationship between you and us. Our rights and remedies under these Terms are in addition to any others we have. You may not transfer your rights under these Terms; we may transfer ours, including to an affiliate or successor as part of a merger, acquisition, reorganisation or sale of assets. Headings are for convenience only.

Questions about these Terms can be sent to hello@updown.fast.