Terms of Service

Last Updated: Sept 21, 2025

0 GeoRestrictions

The user attests that they are not a resident of or located at: USA, United Kingdom, France, Germany, Spain, Netherlands or any other blacklisted or restricted jurisdiction where predictive games or gambling may be illegal. You are solely responsible for ensuring that your use of the Services is lawful in your country, state, or locality, and you agree not to access the Services where such access is prohibited.

1 Platform Overview

UpOrDown is a decentralized software platform that enables users to participate in short, discrete prediction rounds (approximately one (1) minute each) by submitting a position on whether a referenced asset’s price will move up or down relative to a snapshot price. Rounds are coordinated and settled by smart contracts deployed on the Solana blockchain.

Opening and closing prices are obtained from an independent third-party oracle and recorded on-chain; settlement outcomes are determined exclusively by the oracle values captured by the relevant smart contracts at designated timestamps. The user interface is a convenience view only—the blockchain is the authoritative record.

Key Point: UpOrDown is solely a software provider. We do not hold, control, or manage user funds or private keys and do not act as a bookmaker, broker, exchange, or custodian.

2 Role and Purpose

UpOrDown provides non-custodial smart contracts and a frontend to interact with them. The Services are intended for entertainment and informational purposes only and do not constitute financial, investment, legal, tax, or gambling advice. We are not an investment advisor, fiduciary, or financial intermediary and make no guarantees regarding outcomes or winnings.

3 Risk Disclosure

Participation involves substantial risks, including but not limited to:

  • Market Volatility: Digital asset prices can move rapidly within a single round, resulting in total loss of funds committed to that round.
  • Oracle & Data Risks: Third-party oracle data may be delayed, unavailable, or incorrect due to outages or integration issues.
  • Network & Technical Risks: Solana network congestion, transaction failures, re-ordering, finality delays, validator failures, protocol upgrades, or chain halts may impact execution and settlement.
  • Smart Contract Risks: Smart contracts may contain bugs or vulnerabilities that could lead to unexpected behavior or loss.
  • Timing/Latency Risks: Short-duration rounds magnify latency and execution risks (e.g., wallet confirmation delays).
  • Regulatory Risks: Laws governing predictive games and wagering vary and may change.

Participate responsibly. Do not commit funds you cannot afford to lose. Consider seeking independent professional advice where appropriate.

4 Eligibility

To access and use UpOrDown, you must:

  • Be at least 18 years old or the age of majority in your jurisdiction, whichever is higher.
  • Comply with all applicable local, national, and international laws and regulations.
  • Not access UpOrDown from jurisdictions where its use is restricted or prohibited.

UpOrDown may modify eligibility requirements and restrict access to certain regions or persons at any time.

5 Non-Custodial Nature & No Fiduciary Relationship

UpOrDown does not hold or manage user funds or private keys. Interactions occur directly from your wallet with on-chain programs. We do not provide personalized advice and no fiduciary duty is created by your use of the Services.

6 User Obligations

By using UpOrDown, you agree to:

  • Use the Services only where lawful and with funds that are legitimate and lawfully obtained.
  • Securely manage your wallet, devices, and private keys.
  • Refrain from attempting to manipulate outcomes (e.g., oracle manipulation, latency exploitation, coordinated manipulation).
  • Comply with all applicable laws and these Terms, and promptly report any security issues you discover.

7 Anti-Money Laundering (AML) and Know Your Customer (KYC)

We may implement or require identity verification, sanctions screening, IP geo-blocking, or other controls to comply with applicable laws. Access may be restricted or terminated if verification fails or suspicious activity is detected.

8 Fees and Charges

You are responsible for any blockchain transaction fees (e.g., Solana network fees) incurred when interacting with the smart contracts. If any protocol or service fees are introduced in the future, they will be disclosed in-app or via official channels before taking effect.

9 Intellectual Property

All intellectual property rights associated with UpOrDown’s software, brand, and infrastructure belong to UpOrDown or its licensors. You are granted a limited, revocable, non-transferable license to use the platform solely in accordance with these Terms.

10 User-Generated Content

UpOrDown is not responsible for any content uploaded or generated by users (“User Material”). We may remove User Material that violates these Terms or our guidelines and may suspend or terminate access for violations.

11 No Custodial Responsibility or Liability for Transactions

UpOrDown is a software interface to decentralized smart contracts. We do not take custody of or control your funds. Transactions are executed on the blockchain and may succeed, fail, or be delayed due to factors outside our control. You are solely responsible for transaction review and approval.

12 No Fee Collection

UpOrDown is currently offered free of charge. We do not collect fees for using our frontend or for transactions executed through our smart contracts. Any fees you incur (e.g., blockchain network fees) are levied by the underlying network and not by UpOrDown.

13 Software-Only Provision Disclaimer

The Services are provided “as is” and “as available.” We do not warrant uninterrupted, timely, secure, or error-free operation; nor do we warrant the accuracy or reliability of any results or oracle data used for settlement. You assume all risk for your use of the Services.

14 Prohibited Activities

You agree not to:

  • Violate these Terms or any applicable laws.
  • Engage in fraudulent, manipulative, or abusive practices, including oracle manipulation, front-running, or coordinated activity to distort outcomes.
  • Use automated tools to disrupt platform operations or exploit latency beyond fair use.
  • Reverse-engineer or misuse the software or related technologies in a manner that harms other users or the protocol.

15 Disclaimers

UpOrDown provides no guarantees regarding winnings, payouts, or specific outcomes. Displayed prices and round statuses in the interface are informational only and may lag behind on-chain state; the Solana blockchain and the smart contracts are definitive for settlement purposes.

16 Limitation of Liability

To the maximum extent permitted by law, UpOrDown and its affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenue, data, or use, arising from or related to your use of the Services, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages. If liability cannot be disclaimed, it will be limited to the amount of fees (if any) paid by you to UpOrDown for access to the Services during the twelve (12) months preceding the event giving rise to the claim (which is currently expected to be $0).

17 Dispute Resolution

Before initiating a formal claim, the parties agree to attempt to resolve disputes informally within thirty (30) days. If unresolved, the dispute will be submitted to confidential, binding arbitration administered by an independent arbitration body mutually agreed upon by the parties, unless prohibited by applicable law. You agree to waive class actions and class-wide relief to the fullest extent permitted.

18 Amendments

UpOrDown may modify these Terms at any time. Continued use of the platform following any changes constitutes your acceptance of the updated Terms. Please review these Terms periodically for updates.

19 Acknowledgment

By accessing or using UpOrDown, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including the risk disclosures and settlement mechanics described herein.