Terms of Use

1. Welcome to Shroud

Shroud (“Shroud”, “we”, “us” or “our”), Valortec LLC, a limited liability company formed under the laws of the British Virgin Islands, provides a front end and related tools for accessing permissionless, peer-to-peer on-chain markets on the blockchain networks shown in the app. Today that is Solana.

These Terms of Use (the “Terms”), together with our Privacy Policy, incorporated here by reference, are entered into between Shroud and you and govern your access to and use of:

• the Shroud website at https://shroud.trade (the “Website”);
• the Shroud terminal, our web application (the “Terminal”);
• the Shroud Telegram bot and any other messaging integration we operate (the “Bot”); and
• any other application to which these Terms are posted

(collectively, the “Functionality”), but excluding any third-party materials, technology, smart contracts or applications.

THE FUNCTIONALITY WAS NOT DEVELOPED FOR, AND IS NOT OFFERED TO, PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES, THE EUROPEAN UNION, OR ANY JURISDICTION SUBJECT TO SANCTIONS OR COMPREHENSIVE TRADE RESTRICTIONS UNDER ANY APPLICABLE LAW, INCLUDING ANY COUNTRY OR TERRITORY SUBJECT TO EMBARGO OR SIMILAR MEASURES BY THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION, THE BRITISH VIRGIN ISLANDS, THE UNITED NATIONS SECURITY COUNCIL OR ANY OTHER COMPETENT AUTHORITY, OR ANY JURISDICTION IN WHICH TRANSACTING IN CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS” AND EACH A “RESTRICTED JURISDICTION”).

A “Restricted Person” is any individual or entity that (i) is organised, based, resident, located in or a citizen of a Restricted Jurisdiction; (ii) appears on any sanctions list maintained by the United States (including the U.S. Treasury Department’s Specially Designated Nationals List), the United Nations, the European Union, the United Kingdom, the British Virgin Islands or any other competent authority; or (iii) is owned or controlled by, or acting on behalf of, such a person or entity.

THERE ARE NO EXCEPTIONS. Using any technology or mechanism, including a virtual private network, to circumvent or attempt to circumvent these restrictions is strictly prohibited.

By using the Functionality you represent that (1) you are not a Restricted Person; and (2) neither you nor anyone with access to your account will coordinate, conduct or control your use of the Functionality from within a Restricted Jurisdiction.

You further represent and warrant, throughout your use of the Functionality, that: (i) you are at least eighteen years old and have the legal capacity to enter into these Terms; (ii) your funds are not derived from or connected to any illegal, unauthorised or restricted source; (iii) you have the right to engage in every transaction you participate in through the Functionality; and (iv) you are not connected in any way to a Restricted Person or a Restricted Jurisdiction.

2. What the Functionality does

The Functionality is a set of software tools. Depending on what is enabled for your account, it lets you:

• Trade tokens on the networks shown in the app, from one wallet or several at once, through third-party decentralised exchanges, launchpads, aggregators and our own on-chain routing program.
• Discover tokens through Scope, a live feed of new launches, and through coin pages with charts, trades, holders and token information.
• Track public posts from social accounts you choose (for example on X) and the on-chain activity of wallets you choose, with alerts.
• Create coins on third-party launchpads (currently including pump.fun, Raydium LaunchLab through the Bonk and Stonkfun options, and Bags), with optional buys in the same block as the launch (“Block 0” or bundles), fee sharing, vanity addresses, and settings copied from an existing coin (“Vamp”).
• Run launch plans from the Launch page: wallets that we generate and hold for the plan, funding of those wallets (directly, through multi-hop transfers or through a third-party funding provider), scheduled or organic holder buys, linked multi-copy launches, reusable launch wallets, volume tools, and sweeping funds back to you.
• Automate with Reflex tasks (launch snipes, migration buys, copy trading, and trades or launches triggered by social posts or dev fee claims), exit plans, limit, grid, DCA and auto orders, and price alerts.
• Manage positions: portfolio and profit and loss views, PnL share cards, token locks through Streamflow, token burns, claims of dev rewards, wallet transfers, and transfers through a third-party exchange service.
• Earn rewards through our cashback levels and referral programme.
• Use connected services: post to X through an account you connect, receive alerts through Telegram or Discord, and trade or manage wallets through the Bot.
• Get AI suggestions, such as coin names and tickers derived from public posts, and edits to images you provide.

Features may be experimental, may be available only to some accounts, and may change or be withdrawn at any time (see “Changes to these Terms and to the Functionality”). Our documentation at docs.shroud.trade describes how features work; if it conflicts with these Terms, these Terms prevail.

3. What Shroud is, and what it is not

When you use the Functionality you are interacting with technology operated by third parties: blockchains, decentralised exchanges, DEX aggregators, launchpads, smart contracts, wallet infrastructure, transaction-sending services and market-data providers. These are not owned or controlled by us, even where they are reachable through our interface. These Terms do not apply to your use of those technologies, and we disclaim all liability associated with them.

You acknowledge and agree that:

• you are not our customer, you are transacting peer-to-peer, and we are not a virtual asset service provider, broker, dealer, money transmitter, exchange operator or other regulated financial services provider in any jurisdiction;
• we do not broker, route or submit trading orders on your behalf as a regulated intermediary;
• we do not operate a securities or commodities exchange;
• we do not exchange virtual assets for fiat or fiat for virtual assets;
• we do not provide financial services relating to an issuer’s offer or sale of a virtual asset; and
• we do not hold your assets on your behalf. Assets sit in wallets on public blockchains, never in an account of ours. We do not pool, lend or rehypothecate them. In the specific circumstances described in “Wallets, keys and signing”, our systems hold a wallet’s private key so that they can sign the transactions you instruct. We do so as a technical measure to carry out your instructions, not as a custodian, trustee or fiduciary.

By using the Functionality you release and hold harmless Shroud, its affiliates, licensors and service providers, and each of their respective officers, directors, employees, contractors, agents, suppliers, successors and assigns (collectively, the “Shroud Parties”) from and against any losses or liabilities you incur as a result of your use of third-party technology.

4. Changes to these Terms and to the Functionality

We may revise these Terms from time to time by posting the revised version at https://shroud.trade/terms. Changes take effect when posted and apply to all access thereafter, except that changes to “Governing law and jurisdiction” and “Dispute resolution by binding arbitration” do not apply retroactively to a dispute that accrued before the change.

Your continued use of the Functionality after a revision means you accept it. We may also change, suspend or withdraw any part of the Functionality at any time without notice, and we will not be liable for any loss arising from a change, a suspension or unavailability.

5. Accounts and access

Shroud supports two kinds of account, and the difference matters:

Website accounts. You sign in through Turnkey with an email address (one-time code and password), a Google account or a Phantom wallet. Turnkey creates a separate wallet organisation for you and keeps the recovery phrase for your account wallets inside its secure hardware. Shroud does not hold that recovery phrase. You may also link a Telegram account to a website account.

Bot accounts. An account created inside the Bot has no Turnkey organisation, no email or password and no recovery phrase. Your Telegram account is the only way in: you can use it in the Bot, or on the Website through “Continue with Telegram”, where the session cannot sign transactions in your browser. See “Wallets, keys and signing” for what this means for your keys, and “Losing access” for what it means if you lose access to your Telegram account.

We may limit access to the Functionality, or to parts of it, to accounts we approve, and we may refuse or withdraw approval at any time. You are solely responsible for making the arrangements necessary to access the Functionality, for keeping your sign-in methods, password, devices and Telegram account secure, for everything done through your account, and for ensuring that anyone accessing the Functionality through your connection complies with these Terms.

6. Wallets, keys and signing

Read this section carefully. It is the most important one in this document. It sets out every place a private key for one of your wallets can exist when you use the Functionality.

Each wallet you use with Shroud is a software wallet made up of a public and a private key (a “Trading Wallet”). Whoever holds a wallet’s private key can move everything in it.

Your account wallets

Wallets you create on the Website are accounts on one wallet held in your Turnkey organisation and backed by a single recovery phrase. You can reveal that recovery phrase, or export any one wallet’s private key, from the app at any time, and use it in any compatible external wallet.

Keys kept in your browser

To sign trades quickly, the Terminal exports each of your wallets’ private keys from Turnkey when you sign in and keeps them in your browser’s local storage. Manual trades, transfers and launches are then built and signed on your device. Anything able to run code in that browser context (for example a malicious browser extension, or malware on your device) could read those keys. Signing out removes them from that browser. Use a device and browser you trust.

Imported wallets

When you import a private key, including a vanity wallet you generate in the app, it is encrypted in your browser and imported into your Turnkey organisation. Imported keys are not covered by your recovery phrase. Keep your own backup of them.

Signing by Shroud for automation

Reflex tasks, limit, grid, DCA and auto orders, exit plans, migration snipes, Bot trading and some launch and transfer tools execute when you are not at your device. That is impossible with a key only your browser holds. Accordingly:

• When you set up work that Shroud runs for a wallet (for example a Reflex task or a limit order), or choose to let the Bot trade your wallets, your browser sends that wallet’s private key to us, and you authorise us to sign transactions from that wallet to carry out the instructions you configure. The app lists every such wallet under Trusted wallets in your account settings.
• We store that key encrypted at rest using authenticated encryption, record every use of it, and use it only to execute your instructions. This is a technical measure to make the Functionality work as you asked. It is not a safekeeping, safeguarding or custody service, and we do not thereby become a custodian, trustee or fiduciary in respect of your assets.
• You can revoke it at any time from Trusted wallets, which deletes our encrypted copy and stops the work Shroud runs on that wallet. Revocation may not take effect instantly, a transaction already in flight may complete after you revoke, and revoking does not undo any on-chain permission the wallet has already granted.

Wallets we generate and hold

Some wallets are generated by our systems, and their private key exists only in our encrypted store from the moment of creation:

• Bot wallets. Wallets created inside the Bot. You can export their keys at any time with the Bot’s export function, and we recommend you do so and store them yourself. Until you do, losing access to your Telegram account means losing access to those wallets.
• Launch wallets. Wallets generated for a launch plan, reusable launch wallets, deployer and funder wallets, and the intermediate addresses used for multi-hop funding. These keys cannot be exported. The only way to move value out of them is through the Functionality, for example by selling, sweeping or withdrawing back to one of your own wallets. Do not leave assets in them longer than you need to.
• Launch mint keys. Where you reserve or generate a coin address for a launch plan, we hold that address’s key until the coin is created, then delete it.

If our encrypted store, or the key that protects it, is lost or destroyed, wallets whose only key is held there cannot be recovered.

Preselected and automated actions

When you configure automation, or a launch plan that we execute for you, you acknowledge that (i) every action taken under that configuration is authorised by you; (ii) it continues until you cancel it or it completes; and (iii) you, and not the Shroud Parties, are solely responsible for it, including any loss.

WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE SECURITY OF YOUR KEYS, YOUR AUTHENTICATION CREDENTIALS, OR YOUR DIGITAL ASSETS. IF THERE IS UNAUTHORISED ACCESS TO YOUR DEVICE, TO OUR SYSTEMS OR TO A THIRD-PARTY PROVIDER’S SYSTEMS, IT IS POSSIBLE FOR A MALICIOUS ACTOR TO OBTAIN STORED KEYS OR CREDENTIALS AND USE THEM TO MOVE ASSETS IN YOUR TRADING WALLETS. YOU HEREBY RELEASE AND HOLD HARMLESS THE SHROUD PARTIES FROM AND AGAINST ANY LOSS OR DAMAGE OF ANY KIND, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING FROM OUR STORAGE OR USE OF ANY KEY, YOUR DELEGATION OR REVOCATION OF AUTHORITY TO SIGN, THE LOSS OR COMPROMISE OF ANY KEY OR CREDENTIAL, OR ANY TRANSACTION YOU ENGAGE IN.

7. Losing access

If you lose your sign-in methods, your recovery phrase, an imported key, or your Telegram account, we may be unable to restore your access, and in the case of a Bot wallet whose key you never exported, nobody can. We do not hold a backup of your assets and cannot reverse, cancel or reissue a transaction. Establishing and testing your own recovery is your responsibility.

8. Our infrastructure can fail

Much of the Functionality depends on systems we operate ourselves: the servers that sign automated transactions, our on-chain routing program, our transaction-sending and status-tracking services, our data feeds and indexers, and the Website. Any of them can be slow, wrong or unavailable. In particular:

• an automated task, order or launch step may fire late, fire more than once, or not fire at all;
• the status we show for a transaction may be wrong: a transaction shown as failed may later land, and one shown as sent may never land. The blockchain record is the only authoritative source;
• balances, prices, positions and profit and loss figures may be delayed, incomplete or incorrect; and
• we may suspend all signing by our systems, or any other part of the Functionality, at any time and without notice, for example while we investigate a security incident. While it is suspended, automated work will not execute, and you may be unable to move assets out of wallets whose only key we hold.

You use the Functionality, including the parts we operate ourselves, at your own risk, and the limitations in “Disclaimer of warranties” and “Limitation of liability” apply to them in full.

9. Transactions are final

Transactions on a blockchain are irreversible once confirmed. Neither we nor anyone else can cancel, reverse or refund them. This includes, without limitation:

• trades, transfers and withdrawals, including those sent to a wrong or mistyped address;
• token burns, which destroy tokens permanently;
• token locks, which cannot be released before their unlock schedule;
• fee-sharing configurations on a coin, which become permanent once committed and cannot be changed by you or by us; and
• coin creations, including every setting fixed at launch.

Where the app shows a preview, review or confirmation of a transaction or plan (for example a launch plan review, a withdrawal preview, a lock or burn confirmation, or the fee details on the trade panel), that screen is the authoritative statement of what will happen, and it prevails over our documentation if they differ. Check it before you confirm. Many actions, including quick buys, sells and one-click tools, execute immediately with no confirmation step.

10. Fees

Shroud charges a platform fee of 1% of the SOL side of each buy and sell executed through the Functionality. This includes manual trades, multi-wallet trades, automated trades (Reflex tasks, copy trades, limit, grid, DCA and auto orders, exit plans), buys made inside a coin creation (your dev buy, Block 0 and bundle buys), launch plan buys and volume tools. It does not apply where a third-party launchpad builds the transaction itself.

• The fee is taken on-chain, inside the same transaction as the buy or sell. On a buy it comes out of the amount you enter, so a 1 SOL buy costs 1 SOL in total plus network costs. On a sell it is taken from the SOL you receive. Where a pool is priced in another asset, the fee is still taken in SOL.
• We do not currently charge a platform fee on creating a coin without a buy, on transfers or withdrawals between wallets, or on claims.
• We may waive or reduce the fee for particular accounts or wallets at our discretion.

Separately, and not paid to us, you will incur network fees, priority fees and tips paid to block engines and transaction-sending services (transactions our servers send carry a minimum tip), and you may incur fees charged by third parties, including pool and liquidity-provider fees, aggregator route fees, launchpad and dev fees, Streamflow’s lock fee (currently 0.5% of the locked amount, added on top, plus a one-time SOL deposit to open the lock), and fees charged by third-party funding and exchange services. We do not control third-party fees and accept no liability in connection with them. The app shows the figures it can read at the time; they are estimates.

All fees may change at any time without notice. Prices, quotes and estimates shown in the Functionality are estimates only. Rates change continuously, including after you initiate a transaction.

11. Rewards, cashback and referrals

We currently operate the following programmes:

• Cashback levels. A share of the platform fees you pay is credited back to you, according to your level: Level 1, 5% (from $0 of trading volume); Level 2, 10% (from $1,000); Level 3, 15% (from $10,000); Level 4, 20% (from $100,000); and Level 5, 25% (from $500,000). Volume is your cumulative trading volume across all networks, valued in US dollars by us at the time of each trade. Accounts that sign up through a referral start at Level 2.
• Referrals. When someone signs up through your referral link, you are credited 20% of the platform fees they pay, 3% of the fees paid by the people they refer, and 2% of the fees paid one level further. Your referrer is fixed when you sign up and cannot be changed.
• Rewards accrue in the native asset of each network and are claimed from the Rewards page, subject to the minimum and maximum claim amounts shown there. Trades on which no platform fee is charged earn no cashback or referral credit.

Every such programme is discretionary, may be changed, suspended or discontinued at any time without notice, may be offered on different terms to particular accounts, and creates no entitlement until a reward is actually paid to your wallet. Rewards are calculated by us and our determination is final. We may withhold or reverse rewards we reasonably believe were obtained through abuse, self-dealing, self-referral, artificial volume or a breach of these Terms.

12. Coin creation and launches

Where the Functionality lets you create or deploy a token, you are the sole author and issuer of that token and of every representation attaching to it, including its name, ticker, image, description and links. We provide a convenience interface to third-party launchpad protocols and take no responsibility for what you launch. You are responsible for ensuring your launch complies with every applicable law, including securities, consumer protection, advertising and intellectual property law.

• Block 0 and bundles. Buys placed in the same transaction or block as a launch are limited by the launchpad and the network (currently up to three buys including your dev buy, or two on Mayhem launches). Other buyers may still buy in the same block. We do not guarantee that any buy lands, lands first, or lands at any price.
• Launch plans. When you confirm a launch plan, you instruct us to create its wallets, fund them, create the coin and execute its buys, sells, exits and sweeps on your behalf, using wallets whose keys we hold (see “Wallets, keys and signing”). Steps may fail part way, leaving assets spread across those wallets until you sweep them back.
• Funding providers. Some funding methods pass your SOL through a third-party exchange service, which holds it until it pays out, charges its own fees, and may delay, hold or refuse a payment, including for its own compliance checks. Refunds, if any, are handled by that provider.
• Fee sharing and charity. Fee-sharing recipients you choose, including charities reached through donate.gg and X accounts reached through UsePaid, receive their shares under the launchpad’s and that service’s own rules. Once committed, a split cannot be changed.
• Vamp and copied content. Vamp copies another coin’s name, ticker, image and links into your own launch. Using another project’s identity, artwork, trademarks or a real person’s name or likeness may infringe rights or amount to impersonation or deception. That risk, and any claim arising from it, is entirely yours.
• Deploy rules and one-click launches. Rules that prepare a launch from a social post act on content written by third parties. You are responsible for reviewing what you launch.

13. Market conduct

The Functionality includes tools that trade from many wallets at once, buy at launch, run automated strategies, generate trading activity (volume tools) and distribute tokens across wallets. These tools are powerful and can be misused. You are solely responsible for ensuring that your use of them is lawful in every jurisdiction that applies to you, and you must not use them:

• to create a false or misleading appearance of trading activity, demand, price, holder count or distribution in order to induce others to trade;
• to conceal who controls a token’s supply from people you are inviting to buy it; or
• to carry out any scheme described in “Prohibited uses”.

Activity generated by volume tools is turnover, not profit: it costs fees on every trade and may lose value to price movement. Wallets you control are visible on public blockchains, and others may link them to you regardless of how they were funded.

14. Tokenized stocks and other real-world assets

Some tokens reachable through the Functionality are issued by third parties to track a stock or another real-world asset (for example xStocks). Shroud does not issue them. Holding such a token does not make you a shareholder or give you ownership of, or voting or other rights in, the underlying asset, except to the extent its issuer provides, and its value may differ from the asset it tracks. Prices and amounts we show per share are our conversion of on-chain data. Such tokens may be restricted in your jurisdiction, and the restrictions in “Welcome to Shroud” apply to them in full.

15. Connected accounts, social content and AI

• X posting. If you connect an X account, you authorise us to read your basic profile and to publish the posts and media you compose and submit in the app on that account. We store the access tokens X issues, encrypted, until you disconnect. You are responsible for everything posted through your account and for complying with X’s terms.
• Alerts. Telegram chats and Discord webhooks you configure receive the alerts you choose. Anyone with access to those destinations can read them.
• Social content. Posts, profiles and media shown in Track, Scope and elsewhere are written by third parties. We do not endorse them, and they may be false, deleted or manipulated.
• AI suggestions. Names, tickers, images and image edits suggested by AI features are generated automatically from public posts or from what you provide, using third-party AI models. They may be wrong, offensive or infringe someone else’s rights. You decide whether to use them, and you are responsible for what you use.

16. Official channels and phishing

Our official website is shroud.trade, our documentation is at docs.shroud.trade, and our X account is @shroudtrading. Treat anything else claiming to be Shroud with suspicion, and check the address bar before you sign in.

We will never ask you for your recovery phrase, a private key or your password, and no one acting for us will. Never enter them anywhere other than the official app’s own export and import screens. We are not responsible for losses caused by phishing sites, fake support accounts, impersonators, malicious browser extensions or other software you install.

17. Intellectual property

The Functionality and all of its contents, features and functionality are owned by Shroud, its licensors or other providers and are protected by copyright, trademark, patent, trade secret and other laws. These Terms permit you to use the Functionality for your own personal, non-commercial use only.

You must not reproduce, distribute, modify, reverse engineer, create derivative works of, publicly display, republish, download, store or transmit any material from the Functionality, except for temporary browser caching and printing a reasonable number of pages for your own personal reference. PnL share cards and other images the Functionality generates for you to share may be shared as generated. The Shroud name, logo and related marks are our trademarks and may not be used without our prior written permission.

18. Feedback

If you send us suggestions, ideas or other feedback, you grant the Shroud Parties a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence to use it for any purpose without restriction or compensation. All feedback is non-confidential and non-proprietary, and you represent that you have the right to grant this licence.

19. Prohibited uses

You may use the Functionality only for lawful purposes. You must not:

• use the Functionality in or from a Restricted Jurisdiction, or if you are a Restricted Person, or on behalf of one;
• use the Functionality for money laundering, terrorist financing, sanctions evasion or any other illicit financial activity;
• use the Functionality for market manipulation, including pump-and-dump schemes, wash trading, self-trading intended to mislead, spoofing, layering, quote stuffing or front running, whether or not prohibited by law;
• launch or promote a token in a way that is fraudulent or deceptive, including a token designed to prevent buyers from selling, or one that impersonates another project, company or person;
• access, tamper with or use non-public areas of the Functionality, our systems, or our providers’ systems;
• probe, scan or test the vulnerability of any system or breach any security or authentication measure;
• circumvent any technological measure we or our providers use to protect the Functionality;
• scrape, crawl or otherwise access the Functionality with any automated tool other than a generally available web browser or the interfaces we provide, or use it or its data to train any artificial intelligence model;
• introduce any virus, worm, back door or other malicious code, or attack the Functionality by any means including denial of service;
• impose an unreasonable or disproportionate load on our infrastructure;
• collect or process another user’s personal information without their permission, or reverse look-up, track or seek to track any user;
• impersonate Shroud, a Shroud representative or any other person;
• disguise or interfere with the IP address you are connecting from;
• use the Functionality for any commercial purpose or for the benefit of a third party except as expressly permitted; or
• encourage or assist anyone in doing any of the above.

We are not obliged to monitor use of the Functionality, but we may, and we may investigate, remove content, restrict access and cooperate with law enforcement.

20. Third-party services, links and materials

The Functionality relies on third-party services, including wallet infrastructure (Turnkey), blockchain access and transaction sending (for example Helius and Jito), swap routing (Jupiter), launchpads and exchanges, token locks (Streamflow), funding and exchange services, market and social data providers, AI model providers, messaging services (Telegram and Discord), X, and hosting and monitoring providers. Our Privacy Policy lists the ones that receive personal information.

The Functionality may also link to or embed third-party sites, resources and content. We have no control over any of these and accept no responsibility for them. Your use of them is at your own risk and subject to their own terms.

21. Reliance on information

Information presented through the Functionality, including prices, market caps, holder counts, token metadata, social links, wallet labels, insider and bundle indicators, profit and loss figures and other analytics, is provided for general information only and is sourced in large part from third parties or derived by us from on-chain data. We do not warrant its accuracy, completeness, timeliness or usefulness. Any reliance you place on it is at your own risk.

22. No financial or investment advice

We are not registered with or licensed by any regulatory authority. We do not act as your broker, trading counterparty, financial adviser, investment manager or commodity trading adviser, and we give no investment advice of any kind.

NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH THE FUNCTIONALITY. NO CONTENT YOU ENCOUNTER, WHETHER CREATED BY US, OUR PROVIDERS, AN AI MODEL OR ANOTHER USER, IS OR SHOULD BE TREATED AS INVESTMENT ADVICE. Every purchase and sale decision is yours alone.

23. Risks

You acknowledge and accept that:

• digital assets are highly volatile, are not legal tender, are not backed by any government, and are not covered by deposit insurance or any similar protection;
• the tokens reachable through the Functionality include newly created, unaudited and anonymous tokens, many of which will lose all of their value and some of which are designed to;
• automation you configure may execute at a time or price you did not anticipate, may fail to execute, and may execute on a token that matches your criteria but not your intent;
• transactions on a blockchain are irreversible;
• our software, including our routing program, and the smart contracts and protocols it interacts with, may contain bugs or security vulnerabilities;
• blockchains, RPC providers, transaction-sending services, market-data providers and other infrastructure may be delayed, congested, forked, reorganised or unavailable; and
• the Functionality may be interrupted, and information in it may be inaccurate or out of date.

24. Taxes

You are solely responsible for determining, reporting and paying any tax arising from your use of the Functionality, including on rewards and referral credits. We do not report, collect or withhold tax on your behalf.

25. Disclaimer of warranties

YOUR USE OF THE FUNCTIONALITY IS AT YOUR OWN RISK. THE FUNCTIONALITY AND EVERYTHING OBTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SHROUD PARTIES DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKE NO WARRANTY THAT THE FUNCTIONALITY WILL BE ACCURATE, RELIABLE, SECURE, UNINTERRUPTED OR FREE OF HARMFUL COMPONENTS.

26. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY SHROUD PARTY BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE FUNCTIONALITY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF DIGITAL ASSETS, LOSS OF DATA OR LOSS OF GOODWILL, EVEN IF FORESEEABLE.

IN ADDITION, THE SHROUD PARTIES’ AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100). NO SHROUD PARTY SHALL BE REQUIRED TO DELIVER ANY DIGITAL ASSET AS DAMAGES OR TO MAKE SPECIFIC PERFORMANCE. WHERE DAMAGES WOULD BE CALCULATED BY REFERENCE TO THE VALUE OF A DIGITAL ASSET, THAT VALUE SHALL BE THE LOWEST VALUE OF THAT ASSET BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

27. Indemnification

You agree to defend, indemnify and hold harmless the Shroud Parties from and against any claim, liability, damage, judgment, award, loss, cost or expense (including reasonable legal fees) arising out of or relating to your violation of these Terms, your use of the Functionality, any token you create or promote, or any content you post through it.

28. Governing law and jurisdiction

These Terms, and any dispute arising out of or relating to them or to the Functionality, including non-contractual obligations, are governed by the laws of the British Virgin Islands, without giving effect to any conflict-of-laws rule.

Subject to “Dispute resolution by binding arbitration”, any legal suit, action or proceeding must be brought exclusively in the courts of the British Virgin Islands, and you irrevocably submit to their jurisdiction.

29. Dispute resolution by binding arbitration

Please read this section carefully. It requires an informal resolution step and then, unless you opt out, binding arbitration, and it limits how you can seek relief.

Informal resolution first. Before starting arbitration you must notify us of the dispute by email to legal@shroud.trade, describing its nature and basis and the relief you seek. We may notify you at any address you have given us. If the dispute is not resolved by negotiation within sixty days, either party may refer it to arbitration within the following sixty days. This step is a condition precedent to arbitration.

Agreement to arbitrate. You and the Shroud Parties agree to submit any dispute arising under these Terms or in connection with your use of the Functionality to final and binding arbitration seated in the British Virgin Islands and administered by the BVI International Arbitration Centre under its rules in force when the notice of arbitration is submitted, applying British Virgin Islands law. The proceedings will be conducted in English. ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING ARBITRABILITY AND THE SCOPE AND ENFORCEABILITY OF THIS SECTION.

Confidentiality. The parties will keep all negotiations and arbitration proceedings confidential except as required by law or to enforce an award.

Claims not subject to arbitration. Either party may instead bring a claim in a small-claims court of competent jurisdiction where the amount is within that court’s limits, or bring an action for infringement or misappropriation of intellectual property, including for interim or injunctive relief.

Opt out. You may opt out of this arbitration agreement within thirty days of first using the Functionality by emailing legal@shroud.trade with the subject line “ARBITRATION OPT-OUT”, including your full name and the email address or Telegram handle on your account. If you do not opt out within that period, this section binds you.

30. Class action and jury trial waiver

YOU AND THE SHROUD PARTIES AGREE THAT ALL DISPUTES WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. THESE TERMS DO NOT PERMIT CLASS, COLLECTIVE OR REPRESENTATIVE LITIGATION OR ARBITRATION, AND NO TRIBUNAL MAY PRESIDE OVER ONE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE SHROUD PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

31. Termination

We may suspend or terminate your access to all or part of the Functionality at any time, for any reason or none, without notice and without liability, including where we believe you have breached these Terms or engaged in fraudulent or unlawful activity. Where we terminate your access, we will try to let you move assets out of wallets whose only key we hold, but we do not guarantee it.

The sections on wallets, keys and signing; transactions being final; fees; intellectual property; feedback; and every section from “Reliance on information” to “Class action and jury trial waiver” survive termination.

32. Waiver, severability and entire agreement

No failure to enforce a provision is a waiver of it. If any provision is held invalid or unenforceable, it is limited or severed to the minimum extent necessary and the rest remains in force. These Terms and the Privacy Policy are the entire agreement between you and Shroud regarding the Functionality and supersede all prior understandings.

33. Contact

• Questions about these Terms: legal@shroud.trade
• General support: support@shroud.trade