This Terms of Service Agreement (“Agreement”) is a contract between you, whether as an individual or entity (“you” or “Licensee”), and Tread Labs Corporation (“Tread” or “Licensor”). By signing up to use an account through Tread’s self-hosted trading platform, inclusive of a web interface and REST API access for order management, direct connections to multiple exchanges/brokers, and transaction cost analysis tools (the “Services”), you agree that you have read, understood, and accepted all terms in this Agreement as well as our Privacy Policy. If you do not agree, you may not use the Services.

THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL.

1. Definitions

1.1 Authorized End User means an individual you authorize (e.g., employee or contractor) to access the Services.

1.2 Beta Features means any feature or functionality labeled alpha, beta, preview, early access, or similar.

1.3 Confidential Information means nonpublic information disclosed by one party to the other that is marked or reasonably understood to be confidential, including business, technical, financial, security, product roadmaps, customer data, and the terms of this Agreement, but excluding information that is public without breach, already known without duty, independently developed, or rightfully received from a third party without duty.

1.4 Content means documentation, market data, analytics, text, images, UI, and other materials Tread makes available through the Services.

1.5 De-identified Data means data stripped of personal identifiers such that individuals are not reasonably identifiable.

1.6 Exchange API Keys means exchange- or broker-issued credentials enabling programmatic access for trading/account functions.

1.7 Licensee Data means data you or your Authorized End Users submit to or generate through the Services (e.g., orders, trades, logs, Exchange API Keys).

1.8 Passwords means all IDs, passwords, passkeys, tokens, API keys, and other credentials used to access the Services.

1.9 Tread Account means the account you register to access the Services.

1.10 Third-Party Materials means websites, protocols, exchanges, brokers, data feeds, SDKs, libraries, clouds, infrastructure, or other third-party products/services referenced by, integrated with, connected to, or used in connection with the Services.

2. Tread Services and Use

2.1 Services. Through your Tread Account you may connect your own exchange/broker accounts to buy/sell digital assets and use trading algorithms, documentation, market data, analytics, and other Content. Transactions execute through your linked accounts. Tread or its affiliates may initiate instructions through your linked accounts solely to carry out your configured purchases and sales.

2.2 Limited License. Subject to this Agreement, Tread grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. All rights not expressly granted are reserved by Tread and its licensors.

2.3 Eligibility. You must be 18 years old to use the Services and represent that you are of such age in doing so. If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using our Services; (ii) you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which it is a party; (iii) you are not located in, or a national of, any country or territory subject to applicable sanctions or trade restrictions under the laws of the jurisdiction in which you operate; (iv) you are not subject to any sanctions or restrictions imposed by applicable authorities that prohibit your use of the Services; (v) you will not use the Services if doing so is prohibited under applicable law. Tread may not make all the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain countries, states, territories, or jurisdictions.

2.4 Permitted Use; Export/Sanctions. You will not use the Services for unlawful or undesirable activity (including money laundering, gambling, adult services, counterfeit goods, or predatory practices). You will comply with export control and sanctions laws (including U.S. embargoes and restricted party rules) and will not use geo-evasion (e.g., VPN/IP spoofing) to circumvent restrictions. In addition, you represent that your Tread Account is discretionary in nature and is not being used primarily for personal, family, or household purposes.

2.5 System Requirements. You are responsible for internet access, hosting, hardware, software, integrations, and any required infrastructure. Failures in your systems are not Tread’s responsibility.

2.6 Electronic Communications. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (“Communications”) that Tread provides in connection with your Tread Account and your use of the Services. Tread will provide these Communications by either posting them, emailing them, or through other electronic communication means. If you do not receive such Communications due to inaccurate or outdated contact information, Tread will still be deemed to have provided them.

2.7 Security. You are responsible for maintaining adequate security and control of all IDs, passwords, PINs, API keys, and any other credentials used to access the Services. Any compromise of this information may result in unauthorized access to your Tread Account. You are responsible for keeping all account information accurate and up to date.. You are responsible for all acts/omissions under your Tread Account (including by Authorized End Users and third-party integrations you enable). You must promptly notify Tread of any suspected breach.

2.8 Authorized Agents and Integrations. If you authorize third parties or integrations to access the Services or your Tread Account, you are fully responsible for their actions and any resulting consequences, charges, or breaches.

2.9 Title. You represent you lawfully own or control any external wallet or exchange/broker account you link.

2.10 Ownership and Feedback. The Services, Content, and all related IP are owned by Tread and its licensors. Feedback, suggestions, and ideas (“Feedback”) you provide are assigned to Tread without restriction or obligation. You hereby assign to Tread all right, title and interest in the Feedback you provide. Nothing in this Agreement or in the dealings arising out of or related to this Agreement will restrict Tread’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any Feedback, without compensating or crediting you.

2.11 Suspension. Tread may suspend or limit Services (with notice where practicable) if required by law/regulator; for security, integrity, misuse, or risk; for delinquent fees; or for breach.

2.12 Service Changes. Tread may add, modify, or discontinue features. If a change materially reduces core functionality you are then using, Tread will provide notice where practicable. Your sole remedy for objectionable changes is to stop using the affected features.

2.13 Beta Features. Beta Features are provided “as is,” may be changed or withdrawn at any time, and are excluded from any service-level commitments or warranties.

2.14 Third-Party Materials and Costs. The Services may reference or route to Third-Party Materials. You are solely responsible for third-party fees/costs (e.g., exchange, connectivity, infrastructure); Tread may reasonably estimate and pass through such costs. Tread does not control or endorse Third-Party Materials and is not responsible for their content, operation, security, compliance, or availability.

2.15 Non-Custodial; No Advisory Relationship. Tread does not custody assets, is not your broker, intermediary, advisor, or fiduciary, and does not recommend trades or strategies. You are solely responsible for your decisions, compliance obligations, and outcomes.

3. Creating a Tread Account

3.1 Registration. You must register and provide accurate, current information. Tread may refuse to offer the Services to any person or entity.

3.2 Credentials. You are responsible for all activity under your Tread Account and for maintaining credential confidentiality.

4. General Prohibitions

4.1 Prohibited Conduct. You will not, and will not permit others to: (a) access non-public areas of the Services or Tread systems; (b) bypass or test security controls; (c) use unauthorized interfaces; (d) reverse engineer, decompile, or derive source code from the Services; (e) copy, translate, or create derivative works of the Services; (f) resell, rent, lease, sublicense, time-share, or provide service bureau access; (g) exceed user/access limits; (h) scrape, crawl, or harvest non-public data; (i) benchmark or monitor the Services for competitive purposes without Tread’s prior written consent; (j) use geo-evasion to circumvent export/sanctions controls; (k) send deceptive or falsified source-identifying information; or (l) interfere with or disrupt the Services.

4.2 Enforcement. Tread may investigate violations and take appropriate action, including suspension or termination.

5. Fees and Payments

5.1 Service Fees. Tread may charge fees for use of the Services. Fees are non-refundable unless otherwise agreed.

5.2 Taxes and Pass-Through Costs. You are responsible for applicable taxes and third-party costs incurred by your use.

6. Confidentiality

6.1 Confidentiality. You will protect Tread’s Confidential Information with at least reasonable care, use it only to perform under this Agreement, disclose it only to affiliates, employees, contractors, advisors, or regulators with a need to know who are bound by confidentiality, and, where lawful, provide prompt notice of compelled disclosure and limit disclosure.

7. Warranties and Disclaimers

7.1 Tread Warranty Disclaimer. THE SERVICES, CONTENT, ANY BETA FEATURES, AND ANY CONNECTIONS TO OR USE OF THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TREAD AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, OR FREEDOM FROM MALWARE. NO ADVICE OR INFORMATION CREATES ANY WARRANTY.

7.3 Licensee Warranty. You warrant you have all rights, consents, and notices to provide Licensee Data and instruct Tread to process it in compliance with applicable law (including data protection, export, and sanctions).

8. Limitation of Liability

8.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TREAD, NOR TREAD’S LICENSORS, ARE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COSTS OF SUBSTITUTE GOODS/SERVICES, EVEN IF ADVISED OF THE POSSIBILITY AND REGARDLESS OF THEORY.

8.2 Liability Cap. Tread’s total aggregate liability for all claims arising out of or relating to the Services or this Agreement will not exceed the total fees actually paid by you to Tread during the calendar year in which the liability arose or the equivalent of USD 100. The cap is aggregate and not per claim.

8.3 Avoidable Losses; Third-Party/Force-Majeure Risks. Neither Tread not Tread’s licensors are liable for losses it could have avoided with reasonable care or mitigation, nor for failures, delays, errors, or interruptions caused by events beyond reasonable control, including acts of God; war, terrorism, civil unrest; labor disputes; power, internet, or cloud provider failures; DDoS or other attacks; exchange/protocol outages; or third-party non-performance.

8.4 Jurisdictional Limits. Some jurisdictions do not allow certain exclusions or limits; where applicable, liability is limited to the fullest extent permitted.

9. Indemnification

9.1 Your Indemnity. To the fullest extent allowed by law, you will indemnify, defend, and hold harmless Tread, its affiliates, service providers, licensors, and their respective officers, directors, employees, and agents (the “Indemnified Parties”) from and against any and all claims, demands, actions, subpoenas, investigations, or proceedings; and all related losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) (collectively, “Indemnified Amounts”) arising out of or related to: (a) your or any Authorized End User’s use of the Services (including actions by third parties using your Tread Account or Passwords); (b) Licensee Data; (c) your customizations, configurations, integrations, or modifications; (d) your breach of this Agreement or violation of law (including data protection, export control, and sanctions laws); and (e) your use of or interactions with Third-Party Materials.

9.2 Procedure and Control. Tread will attempt to provide notice of a claim to your designated contact (failure to deliver notice will not eliminate or reduce your obligations to the extent not materially prejudicial). You will not settle any claim without Tread’s prior written consent. Tread may, at its sole discretion, elect to assume control of the defense and settlement of any claim; you will cooperate and promptly reimburse Indemnified Amounts. You agree to pay any Indemnified Amounts within thirty (30) days after receiving documentation reasonably evidencing such amounts.

10. Dispute Resolution and Arbitration

10.1 Arbitration. Any dispute arising from or relating to this Agreement or the Services will be resolved by binding arbitration administered by JAMS (or AAA if JAMS is unavailable) under its applicable rules. The seat is New York, New York; the language is English; one arbitrator will preside (three for claims reasonably exceeding USD $1,000,000). Discovery will be limited to what is reasonably necessary. Judgment may be entered in any court of competent jurisdiction.

10.2 Injunctive Relief. Tread may seek injunctive or equitable relief in court to protect confidentiality or intellectual property.

10.3 Jury Trial and Class Action Waiver. YOU WAIVE ANY RIGHT TO A JURY TRIAL. YOU MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A CLAIM, THE AGREEMENT TO ARBITRATE IS NULL AND VOID SOLELY AS TO THAT CLAIM.

11. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles. Venue for permitted court actions lies exclusively in the state or federal courts located in New York, New York, and the parties consent to personal jurisdiction there.

12. Miscellaneous

12.1 Entire Agreement. This Agreement constitutes the entire understanding regarding the Services and supersedes prior or contemporaneous terms.

12.2 Modifications. Tread may modify this Agreement; material changes will be notified by posting or email. Continued use after the effective date constitutes acceptance.

12.3 Assignment. You may not assign or transfer this Agreement without Tread’s prior written consent. Tread may assign freely (including in a merger, acquisition, or sale of assets or business).

12.4 Waiver and Severability. No waiver is effective unless in writing. If any provision is unenforceable, it will be limited or replaced with an enforceable term that most closely reflects the parties’ intent, and the remainder remains in effect.

12.5 No Third-Party Beneficiaries. Except Tread’s licensors and service providers (with respect to Sections 7–9), no third party has rights under this Agreement.

12.6 Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control as described in Section 8.3, provided the affected party uses reasonable efforts to mitigate.

12.8 Survival. Provisions that, by their nature, should survive termination of this Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay Tread (if applicable) or indemnify Tread, any limitations on Tread’s liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes.