Terms of Service

0. Introduction

These Terms of Service (these "Terms") govern your access to and use of the Tracer Terminal website, applications, charts, data feeds, application programming interfaces, software development kits, artificial-intelligence features, and related services (collectively, the "Service"). The Service is provided by TracerTerminal LLC, a Nevada limited liability company ("Tracer," "we," "us," or "our").

By creating an account, checking a box or clicking a button indicating your acceptance, or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service.

These Terms incorporate by reference any order form, API plan, or license schedule you agree to with us. If you use the API or the TracerCharts SDK, the additional terms in Sections 7 and 8 also apply to that use.

1. Acceptance and Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

Your use of the Service is also subject to the eligibility, sanctions, and prohibited-use restrictions in Sections 5 and 12. You may not use the Service if you are barred from doing so under any applicable law.

2. Definitions

• "Account" means the account you register to access the Service.
• "AI Provider Key" means the OpenRouter API key you supply under Section 6 so that TracerAI features can run on your own OpenRouter account.
• "API" means the Tracer Terminal application programming interface described in Section 7.
• "Community Content" means User Content that you publish or make available to other users, including custom indicators, scripts, and saved layouts.
• "Market Data" means market, trading, and derivatives data (including price, trade, order-book, funding, open-interest, and liquidation data, and options, greeks, gamma-exposure, implied-volatility, and similar analytics data) that we aggregate from third-party exchanges, on-chain and other public sources, and other data providers and make available through the Service.
• "Output" means content generated for you by TracerAI, including generated indicator or script code.
• "SDK" means the TracerCharts software development kit and embeddable chart components described in Section 8.
• "Service" has the meaning in Section 0.
• "TracerAI" means the artificial-intelligence features of the Service described in Section 11.
• "User Content" means any content you submit, create, upload, or store through the Service, including prompts, custom indicators, scripts, layouts, watchlists, drawings, and annotations.
• "Wallet" means a third-party digital-asset wallet you use to authenticate to the Service.
• "Tracer Wallet" means the Ethereum wallet that our wallet provider, Privy, creates for an Account registered with an email address or a Google account (see Section 4).

3. The Service

Tracer Terminal is a cryptocurrency analytics and charting platform. It provides market-data visualization, technical-analysis tools, charts, indicators, watchlists, research utilities, and related features.

Apart from the optional live-trading feature described below, the Service is analytics-only. We do not execute or settle trades, broker transactions, or custody or hold your funds or digital assets, and we never hold the private key or seed phrase of your Wallet or your Tracer Wallet. Any trading, investment, or wallet decisions and transactions are made by you, directly with third parties, at your own risk.

Live trading (optional). If you choose to connect a Hyperliquid account, the Service can send orders you enter to Hyperliquid for that account. It does so with an API wallet (an "agent key") that you approve from your own Wallet or your Tracer Wallet. An agent key can place, change, and cancel orders on your Hyperliquid account. It cannot withdraw, transfer, or otherwise move your funds. We store the agent key encrypted and use it only to sign orders you submit through the Service. Every order is executed by Hyperliquid, a third party, under its own terms, and we do not guarantee that any order is transmitted, accepted, or filled, or filled at any particular price. You can disconnect at any time, which deletes our copy of the agent key. The approval itself stays on Hyperliquid until it expires or you replace it there.

Live trading fee. Every order the Service sends to Hyperliquid carries our builder fee of 0.1% of the value of each fill. Hyperliquid charges it in addition to its own fees and pays it to us. You approve this fee once from your Wallet or your Tracer Wallet before live trading starts. The approval stays on Hyperliquid until you revoke it there, and the Service cannot place orders for an account that has not approved it.

Market Data is aggregated from third-party exchanges, on-chain and other public sources, and other data providers, and is provided for your personal, non-commercial, display-only use. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF ANY MARKET DATA, WHICH MAY BE DELAYED, ESTIMATED, AGGREGATED, OR INTERRUPTED, AND YOU SHOULD NOT RELY ON IT AS THE SOLE BASIS FOR ANY DECISION (see Section 17). Your use of Market Data is subject to Sections 10 and 12.

Points. The Service may award points ("Points") for eligible activity, such as completing tasks and trading through the Service. Points measure your activity on the Service and set your rank. Points have no cash or monetary value, are not your property, and cannot be sold, transferred, exchanged, or redeemed for money. Points cannot be bought. Paying for the Service, or paying anyone for Points, does not earn them. Where an activity that earns Points involves a fee, such as a fee on a trade placed through the Service, the Points are based on the activity and not on the fee. Points are not a cryptocurrency, token, or other digital asset, and they are not an investment. We decide which activity earns Points and how many, we do not have to publish those amounts, and we may change them, or end the points program, at any time. We may also correct Points that were awarded in error, for example because of a bug or a miscounted trade, including after they appear in your balance. Points end if your Account is deleted or terminated.

Points during the beta. The points program may run in numbered seasons. While the Service is in beta, before Season 1 begins, the Points you earn count toward your balance and rank, but they are provisional. When Season 1 begins, we may adjust Points earned during the beta. For example, we may recalculate them under the Season 1 rules, scale them up or down, carry them into Season 1 in whole or in part, or keep them as a separate beta season. We will announce how beta Points are treated before Season 1 begins.

Referrals. You may share a referral link. If someone creates an Account through your link and the referral is recorded within 30 days of their Account being created, you earn bonus Points equal to 10% of the Points they earn from tasks and trading after the referral is recorded. Your bonus is paid on top of what they earn and is never taken from them. The person you referred keeps all of their own Points. You earn only from people you referred directly, not from anyone they go on to refer. Each Account can be referred only once, and you cannot refer yourself. If Points of the person you referred are removed or restored, your bonus on those Points is removed or restored with them. Referral bonus Points are Points like any other and are subject to these terms.

One account per person. You may earn Points on one Account only. Creating or operating more than one Account, referring yourself or another Account you control, automating activity, coordinating with others to inflate Points, exploiting a bug, or earning Points in any way the program does not intend is abuse of the points program.

Penalties for abuse. If we determine that you have abused the points program, we may, at our discretion, warn you, remove some or all of your Points, suspend your eligibility for any reward for a period, exclude you and every Wallet you have linked from any reward, or suspend or terminate your Account (see Section 20). Accounts we find to be operated together may be penalized together. A penalty may be applied after the activity it concerns, and we do not disclose how abuse is detected. You may ask us to review a penalty by emailing support@tracerterminal.com within 14 days of being told about it.

No promise of tokens or rewards. Earning Points does not entitle you to any token, payment, or other reward, and we do not promise that any will be offered. If we ever offer a reward that takes Points into account, it will be governed by its own terms and eligibility rules, which may exclude some users, Wallets, or jurisdictions (see Section 5).

We may add, change, suspend, or discontinue any part of the Service at any time. We may offer features labeled beta, preview, experimental, or similar. Those features are provided "as is," may be changed or withdrawn at any time, and may be less reliable than generally available features.

4. Accounts and Security

To access certain features you must register an Account. You may register using an email address, signing in with a one-time code sent to it, a Google account, or a supported Wallet signature. You agree to provide accurate information and to keep it current.

You are responsible for maintaining the confidentiality of your Account credentials, including access to the email address or Google account you sign in with, and, if you authenticate with a Wallet, your Wallet and its private keys and seed phrase. We never receive, store, or have access to your Wallet private keys or seed phrase. If you use live trading, we store the separate agent key described in Section 3, which cannot move funds. You are responsible for all activity under your Account, including orders placed through it on a connected Hyperliquid account. We offer optional multi-factor authentication and strongly encourage you to enable it. Notify us at support@tracerterminal.com immediately if you suspect any unauthorized use of your Account.

Tracer Wallet. If you register with an email address or a Google account, Privy creates a Tracer Wallet for your Account. Privy holds its private key in secure hardware, and the wallet can be used only after you sign in with a code sent to your email or with your Google account. We never receive, store, or have access to the Tracer Wallet's private key, and we cannot move its assets. You can export the private key from your account settings. Once you do, keeping it secret is your responsibility: anyone who has it controls the wallet and everything in it. If you sign in with Google, access to your Account is access to the Tracer Wallet. If Google suspends or deletes your Google account, or you otherwise lose access to it, you can lose the Tracer Wallet and everything in it unless you exported its private key first. If you delete your Account, we ask Privy to delete your Privy account, and the Tracer Wallet can no longer be used through the Service or Privy. Neither we nor Privy can restore access to it, so export the private key first if the wallet holds anything or you may want to use it again. Registering again with the same email address or Google account is not a way to get the old wallet back. When you move USDC from the Tracer Wallet to Hyperliquid, you sign the transfer and we submit it on your behalf and pay its network fee. Circle carries it to Hyperliquid and keeps its own fee from the amount. We cannot change where a signed transfer goes. Deposits and withdrawals cannot be reversed, and a withdrawal sent to a wrong address cannot be recovered.

Accounts are for a single person or entity. You may not share, sell, or transfer your Account, and you may not use another user's Account without permission.

5. Sanctions, Export Controls, and Prohibited Jurisdictions

You represent, warrant, and covenant that:

• you are not identified on, and are not owned or controlled by any person or entity identified on, the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List or any other applicable restricted-party or sanctions list;
• you are not a resident of, located in, organized under the laws of, or accessing the Service from, a jurisdiction subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine), or any other jurisdiction subject to comprehensive U.S. sanctions; and
• you will not use the Service in violation of any applicable export-control or sanctions law (including the U.S. Export Administration Regulations), and you will not export, re-export, or provide access to the Service to any prohibited person or destination.

We may screen users, restrict access by geographic location or IP address, and suspend or terminate access to comply with sanctions and export-control laws. OFAC sanctions impose strict liability, and compliance is your responsibility as well as ours.

6. AI Provider Keys

TracerAI features run only on your own OpenRouter account. To use them you supply an AI Provider Key — an API key issued to you by OpenRouter — under Account → AI Provider. We do not sell AI credits, do not operate a prepaid balance, and do not charge you for TracerAI; every TracerAI request is made to OpenRouter with your key and is billed by OpenRouter to you under OpenRouter's own terms and pricing.

Your key, your account. You are responsible for obtaining the key, for the OpenRouter account it belongs to, for any charges OpenRouter bills against it, and for keeping the key valid and funded. If your key is removed, disabled, revoked, or rejected by OpenRouter, TracerAI features will not run until you add a working key.

How we handle the key. We store your AI Provider Key encrypted at rest, transmit it only to OpenRouter and only to perform the TracerAI request you initiated, never display it back to you beyond its last four characters, and delete it when you remove it or delete your Account. We never use your key for any purpose other than serving your own TracerAI requests.

Third-party terms. OpenRouter and the model providers it routes to are third-party services under Section 15. Their availability, pricing, rate limits, and content policies are theirs, not ours, and we are not responsible for charges, outages, or changes on their side.

7. API and Developer Terms

If you access the Service through the API, the following also apply.

API keys. You are responsible for keeping your API keys confidential and for all activity under your keys. Do not embed secret keys in client-side code or public repositories. Notify us of any suspected compromise.

Rate limits and scope. Your access is subject to the rate limits, request quotas, data-source and endpoint scope, and historical-data depth of your API plan. We enforce limits using a sliding window and other controls.

Fair use; no circumvention. You may not exceed, evade, or circumvent rate limits, quotas, capability restrictions, or paywalls, including by using multiple keys or accounts to aggregate access.

No redistribution. Except as expressly permitted in writing, you may not redistribute, resell, sublicense, syndicate, or make available to any third party the Market Data, Output, or other data obtained through the API, whether or not for a fee. Your license is for your own internal or personal use. This restriction is in addition to Section 10.

Changes and deprecation. We may version, change, or deprecate API endpoints. We will use commercially reasonable efforts to provide advance notice of breaking changes. We may suspend API access that threatens the security, integrity, or performance of the Service or that violates these Terms.

8. TracerCharts SDK License

If we grant you a license to the TracerCharts SDK, the following also apply.

License grant. Subject to your compliance with these Terms, any applicable order form, and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to embed and use the SDK and its chart components within your own applications, solely as described in your order form and our documentation.

Restrictions. You may not (a) reverse engineer, decompile, or disassemble the SDK except as permitted by law; (b) remove, obscure, or alter any proprietary notices or required attribution; (c) sublicense, resell, or distribute the SDK other than as integrated into your application for your end users; (d) use the SDK to build a competing charting or market-data product; or (e) exceed any usage, seat, or rate limits in your order form.

Data still governed. Market Data delivered through the SDK remains subject to Sections 12 and 14, including the redistribution restrictions, and your end users obtain no rights in the Market Data beyond display within your application.

Fees and revocation. SDK plans are typically invoice-billed on the net terms stated in your order form. We may suspend or revoke the SDK license and disable SDK-served content on non-payment or breach, subject to any cure period in your order form.

Ownership. We and our licensors retain all right, title, and interest in and to the SDK and all related intellectual property. No rights are granted except as expressly stated.

9. Community Content and User Content

Your content. You retain ownership of your User Content. You are solely responsible for your User Content and for ensuring you have the rights to submit it.

License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify (for formatting and technical purposes), display, and otherwise use your User Content as needed to operate and provide the Service. For Community Content that you choose to publish, you additionally grant us, and other users, a license to access, view, install, run, and use that Community Content through the Service. These licenses end when you delete the relevant User Content or Account, except for content others have already installed and residual backup copies.

Your representations. You represent and warrant that your User Content, and our and other users' authorized use of it, (a) is yours or properly licensed, (b) does not infringe or misappropriate any third party's rights, (c) does not violate any law or these Terms, and (d) for any code you submit or publish, does not contain malware or malicious, deceptive, or intentionally harmful functionality.

Community code runs at your own risk. Community Content, including custom indicators and scripts, is created by users, not by Tracer. Although we apply automated security checks to published code, we do not review, endorse, verify, or warrant Community Content, and any code you install or run from the community is used at your own risk. You are responsible for evaluating Community Content before you install or run it.

Moderation and removal. We may, but are not obligated to, review, screen, refuse, remove, or disable access to any User Content or Community Content at any time, for any reason, including content we believe violates these Terms or law.

Copyright (DMCA). We respect intellectual-property rights and respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe Community Content infringes your copyright, send a notice with the elements required by 17 U.S.C. § 512(c)(3) to our designated agent:

We will respond to valid notices and counter-notices as required by law, and we maintain a policy of terminating, in appropriate circumstances, the Accounts of users who are repeat infringers.

10. Intellectual Property; Market Data License

Our IP. The Service, including all software, charts, indicators, text, designs, and the "Tracer Terminal," "TracerAI," and "TracerCharts" names and logos, is owned by Tracer or our licensors and is protected by intellectual-property laws. Except for the limited licenses expressly granted in these Terms, we reserve all rights. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose, subject to these Terms.

Trademarks. You may not use our names, logos, or trademarks without our prior written permission.

Market Data license and restrictions. Regardless of source, Market Data is made available to you solely for your personal, non-commercial, display-only use within the Service. You may not redistribute, resell, sublicense, syndicate, publish, scrape, harvest, cache beyond normal use, or feed the Market Data to any third party, application, model, or automated system.

Where Market Data is licensed to us by third-party exchanges or other data providers (including options and other derivatives data providers), it is sublicensed to you subject to those providers' terms; those providers are intended third-party beneficiaries of the restrictions in these Terms and may enforce them, their usage restrictions flow through to and bind you, and your rights in that Market Data are no greater than the rights our providers grant to us. Where Market Data is derived from public or on-chain sources, we make no claim of ownership in the underlying data, but your use of it through the Service remains subject to the restrictions in these Terms.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you.

11. TracerAI (AI Features)

TracerAI can generate technical-indicator and script code and provide conversational market analysis based on your prompts.

Ownership of Output. As between you and us, and to the extent we hold any right, title, or interest in the Output generated for you, we assign that interest to you, subject to these Terms (including the Acceptable Use Policy) and to any third-party rights in materials the Output incorporates. Because of the nature of machine learning, Output may not be unique, and similar or identical Output may be generated for other users.

No warranty; your responsibility to review. OUTPUT IS PROVIDED "AS IS," MAY BE INACCURATE, INCOMPLETE, INSECURE, NON-FUNCTIONAL, OR INFRINGING, AND IS NOT ADVICE (see Section 17). You are solely responsible for reviewing, testing, and validating any Output, and confirming its license compatibility, before you use or rely on it, including any generated code you run. We do not warrant that Output is correct, safe, secure, bug-free, or non-infringing.

Acceptable use of TracerAI. You may not use TracerAI to generate malware or malicious, deceptive, or harmful code; to circumvent any exchange's or third party's terms; to infringe others' rights; or otherwise in violation of Section 12.

Inputs. Our handling of the prompts and other inputs you submit to TracerAI is described in our Privacy Policy. We do not use the content of paid customers' inputs or Output to train foundation models except as disclosed there or with your consent.

12. Acceptable Use Policy

You agree not to, and not to permit anyone to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation, or any third party's rights;
• scrape, crawl, harvest, or use automated means to access or extract data from the Service, except through the API in accordance with your plan;
• redistribute, resell, sublicense, or commercialize Market Data, Output, or other data from the Service except as expressly permitted;
• exceed, evade, or circumvent rate limits, quotas, capability restrictions, access controls, or paywalls;
• upload, publish, or run malicious, deceptive, or harmful code, or use TracerAI to create it;
• reverse engineer, decompile, or disassemble the Service or any part of it, except as permitted by law;
• interfere with, disrupt, or impair the integrity, security, or performance of the Service, or attempt to gain unauthorized access to it or to other users' accounts or data;
• use the Service to facilitate market manipulation, fraud, or other unlawful trading activity; or
• impersonate any person or entity or misrepresent your affiliation.

We may investigate and take appropriate action, including removing content and suspending or terminating Accounts, for any suspected violation.

13. No Financial Advice; No Fiduciary Relationship

The Service is for informational purposes only and is not financial advice. Nothing on or provided through the Service constitutes investment, financial, trading, legal, tax, or other professional advice, a recommendation, or a solicitation or offer to buy, sell, or hold any digital asset or other instrument. We do not recommend that any digital asset be bought, sold, or held by you.

No advisory or fiduciary relationship is created between you and us by your use of the Service. Tracer is not a broker-dealer, securities exchange or alternative trading system, futures commission merchant, commodity trading advisor, investment adviser, money transmitter or money-services business, or virtual-asset service provider, and it provides no brokerage, custody, or solicitation services. The optional live-trading feature in Section 3 only transmits orders you enter to Hyperliquid, which executes them. Tracer does not execute, match, or settle any order and does not hold your funds. Any indicators, signals, analytics, funding, open-interest, liquidation, or leverage-related information shown through the Service is informational only.

You are solely responsible for your own research and for any trading, investment, or wallet decisions you make. Consult a qualified professional before making any financial decision.

14. Cryptocurrency Risk Disclosure

Digital assets are highly speculative and involve substantial risk. You acknowledge and accept that:

• digital-asset prices are extremely volatile and you may lose some or all of the value of your assets;
• digital-asset markets operate 24 hours a day, 7 days a week, and can move sharply at any time;
• leveraged and derivative products referenced by data shown in the Service carry additional risk, including liquidation;
• digital assets are generally not insured by the FDIC, SIPC, or any comparable scheme, and are not bank deposits;
• the legal and regulatory treatment of digital assets is uncertain and may change;
• orders you place through the live-trading feature are real and cannot be undone once executed. A market order may fill at a worse price than shown, and an order may be delayed, rejected, or not sent at all because of network problems, a Hyperliquid outage, or an error in the Service;
• anyone who gains access to your Account can place orders on a connected Hyperliquid account until you disconnect it; and
• you are solely responsible for your trading, investment, custody, and Wallet decisions, and for securing your own Wallet and keys.

15. Third-Party Services and Links

The Service interoperates with, references, or links to third-party services, including exchanges and data providers, Wallet providers, and identity providers. We do not control and are not responsible for third-party services or content, and your use of them is governed by their terms and policies. Inclusion of a link or integration is not an endorsement.

16. Privacy and Electronic Communications

Our collection and use of personal information is described in our Privacy Policy. By using the Service, you consent to receive communications from us electronically, including notices provided by email or through the Service, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

17. Disclaimers of Warranties

THE SERVICE, INCLUDING ALL MARKET DATA, CONTENT, AND OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the maximum extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, or error-free, that Market Data or Output will be accurate, complete, or timely, or that defects will be corrected. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR TRADING OR INVESTMENT LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you, and nothing in these Terms limits liability that cannot be limited under applicable law.

19. Indemnification

You will indemnify, defend, and hold harmless Tracer and its affiliates, officers, directors, employees, agents, and licensors from and against any third-party claims, and any resulting damages, losses, liabilities, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) your use of the Service, (b) your User Content or Community Content, (c) your violation of these Terms (including the Acceptable Use Policy) or any law, or (d) your infringement or misappropriation of any third party's rights. This obligation does not apply to the extent a claim arises from Tracer's own gross negligence, willful misconduct, or breach of these Terms.

20. Term, Suspension, and Termination

These Terms apply while you use the Service. You may stop using the Service and close your Account at any time. Closing an Account that has a Tracer Wallet ends access to that wallet as described in Section 4. We may suspend or terminate your access to the Service or your Account at any time, with or without cause and with or without notice, including if we believe you have violated these Terms or created risk or legal exposure for us or others.

Upon termination, your right to use the Service ceases. Sections that by their nature should survive termination will survive, including Sections 5 and 7 through 24. We may delete your User Content following termination, subject to our Privacy Policy and applicable law.

21. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO PARTICIPATE IN A CLASS ACTION. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES.

Informal resolution first. Before starting an arbitration, you agree to first send us a written notice describing the dispute to legal@tracerterminal.com and to try in good faith to resolve it for at least 30 days. This is a condition to starting an arbitration.

Agreement to arbitrate. Except for the carve-outs below, you and we agree that any dispute, claim, or controversy arising out of or relating to the Service or these Terms will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules and, for coordinated or mass filings, its Mass Arbitration Supplementary Rules, as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve all threshold questions of arbitrability, including the scope, enforceability, and formation of this arbitration agreement, except that a court, and not the arbitrator, decides (i) the enforceability of the class-action waiver below and (ii) whether a claim falls within the carve-outs below. If a court finds the class-action waiver unenforceable as to any claim, the consequence is governed solely by the paragraph titled "Non-severability of the class-action waiver" below.

Class-action and jury waiver. You and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate or preside over any class or representative proceeding. You and we waive any right to a jury trial.

Non-severability of the class-action waiver. The class-action waiver above is a material part of this Section. If a court finds the class-action waiver unenforceable in a manner that would require class, collective, or representative claims to proceed in arbitration, then the agreement to arbitrate is void only as to those claims, which will instead proceed in court under Section 24, and the remaining claims will be arbitrated on an individual basis. A request for public injunctive relief that cannot lawfully be waived or arbitrated will be severed and stayed in court pending completion of the individual arbitration of all other claims, rather than removing those other claims from arbitration. In all other respects the provisions of this Section are severable.

Mass arbitration; batching. If 25 or more similar arbitration demands are filed by or with the coordination of the same or coordinated counsel, the demands will be administered under the AAA Mass Arbitration Supplementary Rules, including its process-arbitrator and fee provisions. The parties will cooperate to resolve the demands efficiently, which may include staged batches, a limited number of bellwether cases arbitrated first, and a global mediation, with the remaining demands stayed pending those outcomes.

30-day right to opt out. You may opt out of this arbitration agreement within 30 days after you first accept these Terms by emailing legal@tracerterminal.com (subject line "Arbitration Opt-Out") or using the opt-out control in your Account settings, and stating your name and the email associated with your Account. Any writing that reasonably communicates your intent to opt out within the 30-day window is effective, and we will confirm your opt-out. A valid opt-out remains effective across future versions of these Terms. If you opt out, Section 22 governs your disputes. Opting out does not affect any other part of these Terms.

Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek temporary or preliminary injunctive relief in court, in aid of arbitration, to prevent irreparable harm pending the arbitrator's decision, after which the arbitrator retains authority over final relief. Each party retains the right to seek such relief to protect its intellectual property and to prevent unauthorized access to the Service.

Confidentiality. Each party will protect the other's confidential business information and trade secrets exchanged in the arbitration. Nothing in this Section prevents you from disclosing the existence, content, or results of the arbitration to your attorneys, accountants, tax or financial advisors, immediate family, a court or regulator, other claimants, or as necessary to prosecute or defend a claim or as required by law. This confidentiality provision is severable from the rest of this Section.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules, and, for the arbitration agreement, by the Federal Arbitration Act. For any dispute not subject to arbitration (including matters within the carve-outs in Section 21), you and we submit to the exclusive jurisdiction of the state and federal courts located in Nevada, and waive any objection to venue there. Nothing in this Section deprives you of the protection of any mandatory consumer law of your place of residence.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice, such as by email or through the Service, and update the "Last updated" date, and the changes will take effect on the stated effective date. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service. If we make a material change to the arbitration agreement in Section 21, you will have a new 30-day window to opt out of that change as described in that section.

24. General

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Entire agreement; order of precedence. These Terms, the Privacy Policy, and any order form or plan you agree to are the entire agreement between you and us regarding the Service and supersede prior agreements on that subject. In case of conflict, an order form controls over these Terms, and these Terms control over the Privacy Policy, each as to their subject matter.

Severability. Section 21 governs the severability of every part of the arbitration agreement. For all other provisions, if any provision of these Terms is found unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force.

No waiver. Our failure to enforce any provision is not a waiver of it.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, outages, third-party service failures, labor disputes, or government action.

Notices. We may provide notices to you by email, through the Service, or by posting on the Service. You may send legal notices to us at the address in Section 25.

Relationship. You and we are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

Language. These Terms are drafted in U.S. English, which controls over any translation.

Headings. Section headings are for convenience only and do not affect interpretation.

25. Contact

Questions about these Terms may be sent to: