Terms of Service

1. Introduction and acceptance

These Terms of Service (“Terms”) are a binding agreement between you and BitBreakout LLC, a limited liability company incorporated in the State of Wyoming, United States (“BitBreakout”, “we”, “our” or “us”). They govern your access to and use of the BitBreakout website, mobile interfaces and all related features, content and services (together, the “Service”).

By creating an account, applying to participate in a contest, or otherwise using any part of the Service, you confirm that you accept these Terms, that you have read and understood our Privacy Policy, and that you have the legal capacity to enter into a binding agreement with us. If you do not agree with these Terms, you must not use the Service.

2. Nature of the Service

The Service is a demo-account trading skills competition. It is an educational and recreational product. It allows registered users to simulate the placement of orders on cryptocurrency perpetual futures markets using virtual balances, for the purpose of comparing their performance against other users of the Service under a common set of rules.

In particular, and for the avoidance of doubt, the Service:

• does not involve the transfer, deposit, withdrawal or holding of any real money or virtual assets on behalf of users, other than the payment of cash prizes to contest winners;
• does not execute real trades on any exchange or marketplace, and does not affect any external market in any way;
• does not provide investment advice, portfolio management, financial planning, tax advice or any other regulated financial service, and nothing displayed on the Service should be construed as such;
• does not provide brokerage, exchange, custody, clearing, settlement or wallet services of any kind;
• does not permit trading of real-world securities or derivative instruments; and
• does not create a client, fiduciary or advisory relationship between you and BitBreakout.

The Service is offered purely for entertainment and skills-competition purposes. Any resemblance between outcomes on the Service and outcomes that might be achieved by real trading on an external venue is incidental and is not a representation or guarantee by us.

3. Eligibility

You may use the Service only if all of the following are true:

• you are at least 18 years old, and have reached the age of majority in your jurisdiction of residence;
• you have the legal capacity to enter into a binding agreement with us;
• you are not a resident of the United States, Cuba, Iran, North Korea (DPRK), Syria, Myanmar (Burma), or the Crimea, Donetsk People's Republic or Luhansk People's Republic regions, or any other jurisdiction we identify from time to time as a Restricted Jurisdiction (together, the "Restricted Jurisdictions");
• residents of the Russian Federation or the Republic of Belarus may register and participate in contests, but cannot receive monetary prizes while resident in those jurisdictions; if a Russian or Belarusian winner can demonstrate residence in a non-Restricted Jurisdiction at the time of payout (and provide payment instructions to that jurisdiction), the prize may be paid;
• you are not acting on behalf of, and are not owned or controlled by, any person or entity in a Restricted Jurisdiction, and you are not a sanctions target under any applicable sanctions regime;
• you are not prohibited from using the Service under any applicable law or contract; and
• you have not previously been removed, banned, suspended or disqualified from the Service.

A current list of Restricted Jurisdictions is made available on the Service and may be updated from time to time without notice. It is your responsibility to comply with the laws of your own jurisdiction. We may refuse registration, suspend access, terminate an account or withhold a prize on eligibility grounds at any time.

4. Accounts

4.1 Registration

To use the Service you must register for an account by providing: (i) your first name and last name, (ii) your email address, (iii) a password (which we store only in hashed form), and (iv) your country of residence. You must also accept these Terms and our Privacy Policy and confirm that you are eligible to use the Service, including that you are at least 18 years old; we record this confirmation as your attestation of eligibility rather than collecting a date of birth or numeric age. You must provide accurate, current and complete information at registration and keep that information up to date. We will require you to verify your email address (by clicking a verification link we send to that address) before you may apply to a contest.

4.2 Account security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorised access to your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your credentials.

4.3 One account per person

You may hold one account and one account only. Creating or operating multiple accounts, or participating in a contest using an identity other than your own, is grounds for immediate disqualification and termination without notice, and may result in forfeiture of any prize that would otherwise be payable to you.

4.4 Suspension and termination

We may suspend or terminate your account, or restrict your use of any part of the Service, at any time, with or without notice, if we reasonably believe that you have breached these Terms, that your participation poses a risk to the integrity of a contest or the Service, or that such action is required by law or by a request from a competent authority. You may terminate your account at any time by contacting us at support@bitbreakout.com.

5. Contests

5.1 Contest rules

From time to time we run specific contests on the Service. The specific terms of each contest, including its duration, eligibility criteria, starting balance, instruments available, leverage limits, scoring methodology, prize amounts, prize distribution and any other applicable rules, are set out in a separate document titled “Contest Rules” for that contest (the “Contest Rules”). The Contest Rules are made available on the Service at the time you apply and form an integral part of these Terms.

If there is any inconsistency between these Terms and the Contest Rules for a particular contest, the Contest Rules prevail in respect of that contest only.

5.2 Application and selection

Participation in a contest requires registration through the Service and is limited to the number of participants specified in the applicable Contest Rules. Participants may be selected at random from a waitlist, or by another method described in those Contest Rules, and we may decline or revoke a registration or selection where you do not meet the eligibility requirements or these Terms. Where a specific contest charges a fee, the fee and its refund terms will be set out in the applicable Contest Rules.

5.3 Contest conduct

During a contest you must not engage in any form of manipulative, collusive, abusive or fraudulent conduct, including but not limited to:

• coordinating with any other participant to share positions, copy trades, trade against one another for the purpose of transferring virtual balance, or otherwise collude;
• using automated scripts, bots, third-party software or any external tool to place, modify or cancel orders, unless expressly permitted in the Contest Rules;
• exploiting bugs, latency, stale prices, technical errors or any other vulnerability of the Service;
• creating or using multiple accounts to participate in the same contest, or participating on behalf of another person;
• interfering with the operation of the Service, including attempting to gain unauthorised access to any server, data or account;
• making false statements to us, to contest participants or to the public in relation to the Service; or
• engaging in any conduct that, in our reasonable judgement, is intended to distort the outcome of a contest or to harm the integrity of the Service.

We may monitor contest activity, investigate suspected misconduct, and disqualify any participant whose conduct we determine, in our sole discretion, to violate these Terms or the Contest Rules. A disqualified participant forfeits any prize that would otherwise be payable to them.

5.4 Fair-play judgement

We reserve the right, in our sole discretion, to void trades, adjust contest balances or standings, pause or terminate a contest, or take any other action we consider necessary to preserve the fairness of a contest. Decisions made by us under this section are final.

6. Prizes

6.1 Prize pool and distribution

The total prize pool, the number of prize positions and the amount payable to each position are specified in the Contest Rules for each contest. Prizes are denominated in US dollars and paid by us or through a third-party provider engaged by us. We expect that prizes will most likely be paid in USDC stablecoin by us, but we may pay in another format or by another method (for example, a bank transfer in US dollars or another currency) where that is more practical. The payment method, network and any applicable exchange rate will be confirmed to each winner before payment, subject to applicable law.

6.2 Identity verification

Before any prize is paid, the winner must complete identity verification and sanctions screening, conducted by us or by a third-party provider engaged by us. The winner must provide accurate identification documents (which may include a government-issued photo identification, proof of residential address dated within the last three months, and any other information reasonably requested) within the time period set out in the Contest Rules or otherwise notified to the winner. Where verification or sanctions screening cannot be completed, or where the result indicates that payment to the winner would breach applicable law, we may withhold the prize and apply the forfeiture provisions in section 6.4.

6.3 Taxes

You are solely responsible for any tax, duty, levy or charge applicable to any prize you receive from us, and for reporting and paying any such tax in your jurisdiction. We may withhold or deduct amounts from a prize where required to do so by applicable law.

6.4 Forfeiture

A prize may be forfeited in full if, at any time before payout, we determine in our reasonable discretion that the winner has breached these Terms, the Contest Rules or any applicable law, has failed to complete identity verification, has failed sanctions screening, or is otherwise ineligible to receive the prize. Where a prize is forfeited, we may, in our sole discretion, offer the prize to the next-placed eligible participant or the next-placed eligible participants in cascading order (so that, for example, if the first-placed prize is forfeited, the second-placed participant may be offered the first prize, the third-placed participant may be offered the second prize, and a new fourth-placed participant may be offered the third prize), or we may retain the forfeited prize.

7. Intellectual property

The Service, including all content, software, designs, trademarks, logos and other intellectual property, is owned by or licensed to BitBreakout. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your personal, non-commercial use in accordance with these Terms. All other rights are reserved.

You retain ownership of any content you submit to the Service. By submitting any content or data to us (including any order, position, trading-activity record, feedback or suggestion), you grant us a perpetual, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, modify, create derivative works from, publish and distribute that content and data for any purpose related to the operation, analysis, improvement or commercialisation of the Service and our related products and services, in accordance with our Privacy Policy.

8. Risks and disclaimers

8.1 No real trading, no financial advice

The Service is a skills competition using demo accounts. It does not execute real trades, does not custody real assets and does not provide financial, investment, legal or tax advice. Nothing on the Service should be relied on as a recommendation to take or refrain from any financial decision. Past performance on the Service is not indicative of future results, whether on the Service or in any real-world market.

8.2 Market data and technical performance

The Service may display prices, order books, trades and other market information derived from one or more third-party sources. We make no warranty as to the accuracy, completeness, timeliness or availability of any such information. Delays, outages and inaccuracies may occur. We are not liable for any action you take, or fail to take, in reliance on any such information.

8.3 “As is” and “as available”

To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis, without any warranty of any kind, whether express, implied or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, security, or the accuracy of any information made available on the Service.

9. Limitation of liability

To the maximum extent permitted by law, neither BitBreakout nor any of its affiliates, officers, directors, employees, agents, licensors or service providers will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including without limitation loss of profits, loss of data, loss of opportunity, reputational damage or loss of goodwill, arising out of or in connection with your use of the Service, whether the claim arises in contract, tort, statute or otherwise, and even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our aggregate liability to you arising out of or in connection with these Terms or your use of the Service, for any cause whatsoever and regardless of the form of the action, will at all times be limited to the greater of (a) the total amount of any fees you have paid to us in the twelve months preceding the event giving rise to the liability, and (b) one hundred US dollars (US$100).

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

10. Indemnity

You agree to indemnify, defend and hold harmless BitBreakout and its affiliates, officers, directors, employees, agents, licensors and service providers from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms or the Contest Rules, (b) your violation of any law or the rights of any third party, (c) any information or content you submit to the Service, or (d) your use or misuse of the Service.

11. Governing law and dispute resolution

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy or claim arising out of or relating to these Terms, including any question regarding their existence, validity, termination or breach, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The seat of arbitration will be Wilmington, Delaware. The arbitration will be conducted in English by a single arbitrator.

You and we each waive the right to participate in any class, collective or representative action against the other. Any dispute must be brought in an individual capacity only. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to protect its rights.

12. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or through the Service before the changes take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the updated Terms, you must stop using the Service before the changes take effect.

13. Miscellaneous

13.1 Entire agreement

These Terms, together with the Privacy Policy and the Contest Rules applicable to any contest you enter, form the entire agreement between you and BitBreakout in relation to the Service and supersede all prior agreements, understandings and communications, whether written or oral.

13.2 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any affiliate or to any successor in connection with a reorganisation, merger, acquisition or sale of all or part of our business.

13.3 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

13.4 No waiver

Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.

13.5 Force majeure

We will not be liable for any failure or delay in performing our obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond our reasonable control, including without limitation acts of God, war, terrorism, civil disturbance, strike, labour dispute, fire, flood, earthquake, pandemic, failure of any public utility or telecommunications service, failure of any third-party infrastructure provider, or action or inaction of a government or regulatory authority.

13.6 Notices

We may give you notices by email to the address associated with your account, by posting on the Service, or by any other means we consider reasonable in the circumstances. Notices to us must be given to legal@bitbreakout.com.

13.7 Language

These Terms are executed in English. Where we provide a translation for your convenience, the English version prevails in the event of any inconsistency.

14. Contact

General support: support@bitbreakout.com. Legal and compliance matters: legal@bitbreakout.com. Privacy matters: privacy@bitbreakout.com. A postal address for our registered office is available on the Contact page of the Service.