Terms of Service

The Platform is still in its beta stage and is considered experimental. Features may be incomplete, could contain bugs, may change without notice, or simply stop working. You acknowledge that you are using an experimental product and that the product may have issues. PerpDesk reserves the right to suspend, modify, or terminate beta features or the entire Platform at any time without liability.

PerpDesk is a suggestions-only productivity tool and platform. PerpDesk:

• Does not provide any kind of investment, trading, legal, tax, or financial advice;
• Does not perform as a broker, introducing broker (IB), futures commission merchant (FCM), commodity trading advisor (CTA), crypto-asset service provider (CASP), or any other type of regulated entity;
• Does not execute, route, clear, or have any discretionary control over any trades or orders;
• Does not generate personalized recommendations or individualized “buy/sell” signals based on a user’s specific financial situation, investment objectives, or risk tolerance;
• Does not custody, hold, control, or have any access to any user assets or private keys.

All trading decisions and executions occur solely by the user on third-party exchanges. PerpDesk merely provides informational and educational tools to assist self-directed traders.

All trading related actions generated by the Platform or any AI agent must be explicitly confirmed by the user before execution. All trading decisions and executions are made solely by the user on third-party exchanges. PerpDesk will never automatically execute, submit, or route any order on your behalf.

The Platform is solely a productivity and agent layer running on top of third-party perpetual futures exchanges (each, a “Perpetual DEX”). The Perpetual DEXs supported by the Platform may change at any time without notice, including through the addition, removal, or modification of supported integrations; the current list of supported Perpetual DEXs includes but is not limited to Hyperliquid, Lighter, Aster, EdgeX, and Orderly. PerpDesk does not operate, control, manage, or custody any exchange, smart contract, or user assets. All trades are executed directly by the user on the exchanges. PerpDesk is not liable for any exchange outages, liquidations, API changes, modifications to supported exchanges, additions or removals of Perpetual DEX integrations, or other actions of the exchanges. PerpDesk is not the operator of any Perpetual DEX integrated into the Platform, does not control the smart contracts or validators of any such protocol, and does not act as a counterparty, market maker, or liquidity provider in any trade you execute.

PerpDesk believes its activities, as currently structured, fall outside financial regulatory licensing requirements, but makes no representation or warranty as to its regulatory status in any particular jurisdiction. Applicable laws and regulations may change, and PerpDesk’s regulatory status may be affected by such changes. You are solely responsible for determining whether your use of the Platform complies with applicable law in your jurisdiction.

You must be 18 years of age or older (or older than 18 if the age of majority in your jurisdiction is greater than 18) and have sufficient legal capacity to enter into these Terms.

The Platform is available only in jurisdictions where such use is lawful under applicable law. By using the Platform, you represent and warrant that:

• Use of the Platform (including any live trading features) is lawful in your jurisdiction;
• You are not relying on PerpDesk for any brokerage, advisory, or execution services or regulated services;
• You will comply with all applicable laws, including securities, commodities, derivatives, and sanctions regulations.

The Platform is not available to persons who reside in, are located in, are incorporated in, or have a registered office in any of the following jurisdictions (“Restricted Jurisdictions”):

• Cuba
• Iran
• North Korea
• Syria
• Russia
• Belarus
• The Crimea, Donetsk, and Luhansk regions of Ukraine
• Myanmar (Burma)
• Venezuela
• Any other jurisdiction subject to comprehensive economic sanctions administered by the United Nations, OFAC, the European Union, or the United Kingdom

By using the Platform, you represent and warrant that you are not located in a Restricted Jurisdiction and that your use of the Platform complies with all applicable laws in your jurisdiction, including laws governing leveraged and derivative trading. PerpDesk reserves the right to update the list of Restricted Jurisdictions at any time in response to changes in applicable law or regulatory guidance.

Without limiting the foregoing, the Platform is not available to any person or entity designated as a “Specially Designated National” by OFAC, placed on the U.S. Commerce Department’s Denied Persons List, listed on the UN Security Council Consolidated Sanctions List, or subject to equivalent designations under the sanctions regimes of Canada, the United Kingdom, the European Union, or Switzerland.

Certain Perpetual DEX protocols impose their own access restrictions independent of PerpDesk’s geographic restrictions above. Where the Platform connects to the Hyperliquid protocol, the following persons are prohibited from using any feature of the Platform that routes transactions to or interacts with the Hyperliquid protocol:

• persons or entities who reside in, are located in, are incorporated in, or have a registered office in the United States of America or Ontario, Canada;
• persons or entities who reside in, are located in, are incorporated in, or have a registered office in jurisdictions subject to applicable economic and trade sanctions or export control laws and regulations; and
• citizens of any such restricted territory, regardless of their current location.

As additional Perpetual DEX protocols are integrated into the Platform, their respective access restrictions will be disclosed in updates to these Terms or in supplemental notices. By using any perpetual contract feature, you represent and warrant that you are not a restricted person under the terms of the applicable Perpetual DEX protocol.

You may not use a VPN, proxy, Tor, or other methods of circumventing eligibility or legal restrictions, including any protocol-specific restrictions described in Section 2.4. By using the Platform, you represent and warrant that your use is lawful.

You are fully responsible for determining whether your use of the Platform (including any live trading) is lawful in your jurisdiction and for complying with all applicable laws, including tax, securities, commodities, and derivatives regulations.

The Platform requires connection of a non-custodial wallet. PerpDesk does not custody your private keys, seed phrases, or assets. You are solely responsible for the security of your wallet and any transaction you make.

Some features require an account. You agree to provide true, accurate, and current information, which you will update as necessary. You will be responsible for all activity performed through your account.

You are responsible for maintaining the confidentiality of your account credentials. You must promptly notify PerpDesk of any unauthorized access to your account credentials.

The Platform includes various AI-powered tools, agents, analytics, and strategy builders, including, but not limited to, agents Luma, Meridian, Riven, Brix, Koda, Lucid, Mentor, and Vanta, that generate suggestions only. You must affirmatively approve all outputs generated by the AI.

You are interacting with an AI-assisted trading system, not a licensed financial adviser, broker, investment professional, or regulated intermediary. All agent-generated content, analysis, trade proposals, regime assessments, research summaries, and strategy commentary are provided on an informational basis only and do not constitute investment advice, financial advice, or a solicitation to buy or sell any asset. AI output is probabilistic in nature and may contain errors, omissions, outdated information, or bias arising from training data.

Agent outputs may be inaccurate, incomplete, or contextually inappropriate. Agents may misinterpret complex or novel market conditions and may produce repetitive, low-quality, or incorrect results. PerpDesk does not guarantee the accuracy, reliability, or profitability of any agent-generated content, trade proposal, or strategy.

Under no circumstances do PerpDesk’s AI agents transmit orders, sign transactions, interact with, access, or request access to private keys or seed phrases, or otherwise take any action that directly interfaces with a user’s wallet or any Perpetual DEX on the user’s behalf. All such actions, if taken, are initiated solely and directly by the user. Any communication, output, or suggestion generated by an AI agent that appears to constitute an order, transaction, or wallet interaction is a suggestion only and has no legal or operational effect until explicitly confirmed and executed by the user. PerpDesk will never prompt you to share, delegate access to, or otherwise expose your private keys or seed phrases through the Platform or any AI agent.

The Platform is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranties arising out of course of dealing or usage of trade.

Perpetual futures trading involves high risk of loss, including the risk of loss in excess of your initial investment due to leverage and liquidations. Trading perpetual futures involves a substantially higher degree of risk than trading spot assets, including but not limited to:

You may lose your entire deposit. Past performance is not indicative of future results. PerpDesk does not guarantee any profit.

All transactions executed on a Perpetual DEX protocol are recorded on a public blockchain and are irreversible once confirmed. PerpDesk cannot reverse, cancel, or modify confirmed on-chain transactions.

PerpDesk cannot guarantee that any transaction submitted to a blockchain network will be confirmed, processed, or executed as expected. Transactions may be delayed, dropped, reordered, or front-run by the network or third-party validators. PerpDesk bears no liability for losses arising from the failure of any transaction to confirm or from any network-level reordering of submitted transactions.

Given that the Platform is currently in its beta stage, you agree that you will take on additional risks associated with beta software, including, but not limited to: AI hallucinations or incorrect outputs; model drift; prompt injection; unanticipated behavior; bugs or incomplete functionality; data loss or corruption; or the failure of tools or agents.

You agree that you accept technical risks, including: bugs in smart contracts; oracle issues; network congestion or slowdown; elevated gas fees; wallet compatibility issues; and blockchain transactions that cannot be undone.

Transactions routed through decentralized exchange protocols may be subject to miner or validator extractable value (“MEV”), front-running, sandwich attacks, or other forms of transaction reordering by third-party network participants. These risks are inherent to decentralized network architectures and are outside PerpDesk’s control. PerpDesk makes no representation that any order routing or execution pathway eliminates or mitigates MEV exposure. You are solely responsible for understanding the execution environment of any Perpetual DEX you interact with through the Platform.

The Platform’s AI agents, analytics, strategy tools, and trade proposals are powered by a proprietary data aggregation feed (the “Data Feed”) from publicly available sources, including on-chain data and publicly accessible exchange feeds. Errors, delays, interruptions, or inaccuracies in the Data Feed may affect the entirety of the Platform’s outputs, including all agent outputs, trade proposals, and analytics. PerpDesk makes no representation or warranty regarding the accuracy, completeness, timeliness, or reliability of the Data Feed or any Platform output derived from it. The Data Feed is not a regulated financial data service or market data product. PerpDesk’s AI agents do not independently verify Data Feed inputs against external sources, and all Platform outputs remain suggestions only regardless of the quality of the underlying data. PerpDesk bears no liability for any trading losses, liquidations, missed opportunities, or other damages arising from errors, delays, interruptions, or inaccuracies in the Data Feed. PerpDesk reserves the right to modify, suspend, or discontinue the Data Feed at any time without notice and without liability. You are solely responsible for independently verifying any information presented through the Platform before making any trading decision.

The Platform’s connectivity to decentralized exchanges depends on third-party providers. PerpDesk bears no liability for service interruptions, security incidents, or loss of assets arising from the acts or omissions of such providers.

The Platform may rely on third-party APIs, data feeds, price oracles, and integrations. PerpDesk makes no guarantee regarding the availability, accuracy, or reliability of any such third-party data. You acknowledge that you may be subject to additional terms or costs imposed by such third parties, and that inaccurate or delayed data from third-party sources may adversely affect agent outputs, trade proposals, and execution quality. PerpDesk bears no liability for losses arising from errors, delays, or unavailability of third-party data feeds.

You acknowledge that the crypto trading interface regulatory landscape is rapidly evolving and that you alone are responsible for complying with all applicable laws in your jurisdiction when using the Platform. PerpDesk makes no representation that the Platform is compliant in any particular jurisdiction.

These Terms do not establish any fiduciary, advisory, or agency relationship between you and PerpDesk. PerpDesk does not guarantee accuracy or best execution of any trades or AI outputs.

In the event of a blockchain fork or similar protocol-level divergence affecting assets or positions associated with your use of the Platform, PerpDesk’s ability to support resulting assets or states depends on the capabilities and decisions of the underlying protocol and any third-party infrastructure. PerpDesk bears no obligation to support any fork-derived assets or airdropped assets and makes no representation that such assets will be accessible through the Platform interface.

We (or our licensors) own all intellectual property rights in the Platform. Your use of the Platform gives you a limited, non-exclusive, revocable license to use the Platform in accordance with these Terms.

By submitting any content (prompts, feedback, strategy designs, agent designs, etc.), you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicenseable license to use, copy, modify, and publicly display such content for purposes of operating, improving, or promoting the Platform.

Any feedback or suggestions you provide to us will be used by us without restriction, obligation, payment, or attribution to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE AND RELEASE PERPDESK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ALL CLAIMS, WHETHER KNOWN OR UNKNOWN, THAT MAY ARISE OUT OF OR RELATE TO YOUR USE OF THE PLATFORM, AI AGENTS, OR TRADING ACTIVITIES.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PERPDESK AND ITS AFFILIATES FROM ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF YOUR USE OF THE PLATFORM, YOUR VIOLATION OF THESE TERMS, YOUR TRADING ACTIVITY, OR YOUR CONTENT OR AGENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERPDESK’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO PERPDESK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) US$100. THIS CAP APPLIES TO ANY AND ALL FORMS OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PERPDESK BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR TRADING LOSSES. WITHOUT LIMITING THE FOREGOING, PERPDESK BEARS NO LIABILITY FOR:

• LOSSES ARISING FROM AI AGENT OUTPUTS OR PROPOSALS;
• LIQUIDATION OF POSITIONS, WHETHER CAUSED BY MARKET MOVEMENTS, ORACLE INACCURACIES, FUNDING RATE PAYMENTS, OR PROTOCOL BEHAVIOR;
• LOSSES CAUSED BY THE UNAVAILABILITY, MALFUNCTION, OR EXPLOIT OF ANY PERPETUAL DEX PROTOCOL OR ITS UNDERLYING INFRASTRUCTURE;
• LOSSES ARISING FROM BLOCKCHAIN NETWORK FAILURES, CONGESTION, FORKS, OR FORCE MAJEURE EVENTS (INCLUDING BUT NOT LIMITED TO NATURAL DISASTERS, WAR, TERRORISM, CYBERATTACKS, PANDEMIC, GOVERNMENT ACTIONS, OR OTHER EVENTS BEYOND PERPDESK’S REASONABLE CONTROL);
• LOSSES RESULTING FROM YOUR FAILURE TO MONITOR YOUR POSITIONS OR MAINTAIN ADEQUATE MARGIN;
• LOSSES CAUSED BY UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO SECURE YOUR CREDENTIALS OR API KEYS;
• LOSSES ARISING FROM INCORRECT WALLET ADDRESSES OR NETWORK SELECTIONS PROVIDED BY YOU; OR
• LOSSES ARISING FROM THE ACTS OR OMISSIONS OF ANY THIRD-PARTY EXCHANGE, INFRASTRUCTURE PROVIDER, OR LIQUIDITY PROVIDER.

THIS LIMITATION DOES NOT APPLY TO LIABILITY ARISING FROM PERPDESK’S OWN PROVEN WILLFUL MISCONDUCT OR FRAUD.

PerpDesk shall not be liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by circumstances beyond PerpDesk’s reasonable control, including but not limited to natural disasters, acts of war or terrorism, cyberattacks, government actions, regulatory changes, pandemic, blockchain network failures, or third-party infrastructure outages. PerpDesk will use reasonable efforts to resume performance as soon as practicable following any such event.

Before filing any claim, you agree to contact us at legal@perpdesk.xyz and allow 30 days to try to resolve the matter informally.

If the dispute is not resolved through informal negotiation, all disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, where the claimant qualifies as a consumer under applicable law, its Consumer Arbitration Rules). The arbitration will be held in Wilmington, Delaware, or telephonically for claims under $50,000. The arbitrator shall have substantial experience with cryptocurrency and decentralized finance. The Federal Arbitration Act governs this section.

YOU IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR COLLECTIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

You must bring any suit or claim relating to the Platform within one year from when it arises.

Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief before any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

PerpDesk may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. You may discontinue use of the Platform at any time. Upon any termination, your license to use the Platform ceases immediately. Sections 5, 6, 7, 8, 9, and 11 of these Terms survive any termination or expiration. Termination does not limit any other rights or remedies available to PerpDesk.

By using the Platform, you acknowledge that PerpDesk may collect certain technical data automatically, including wallet addresses, IP addresses, session data, and usage information, as further described in our Privacy Policy. Wallet addresses used through the Platform are recorded on public blockchains and are inherently public. For information about how we handle your information, see our Privacy Policy.

These Terms contain the entire agreement between you and PerpDesk regarding the Platform. PerpDesk reserves the right to modify these Terms at any time. We will notify you of material changes by posting updated Terms on the Platform with a revised “Last Updated” date. Your continued use of the Platform after any such modification constitutes your acceptance of the updated Terms.

In the event any provision of these Terms is found to be unenforceable or invalid, that provision will be severed and the remainder of the Terms will continue in full force and effect.

Failure to enforce any right does not constitute a waiver of such right.

You may not assign these Terms without PerpDesk’s prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

For any questions regarding these Terms of Service, please contact us at legal@perpdesk.xyz.