Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of OpenOmen, a decentralized prediction market protocol deployed on the Solana blockchain ("Platform", "Protocol", "we", "us", or "our"). By accessing the Platform, connecting your wallet, or interacting with any smart contracts operated by the Protocol, you acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms in their entirety.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. These Terms contain important information about your legal rights, including an arbitration clause and class action waiver. If you do not agree to these Terms, you must immediately cease use of the Platform.

We reserve the right to modify these Terms at any time. Any modifications become effective upon posting. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms. We are not obligated to provide individual notice of changes.

2. Eligibility

2.1 Age Requirement

You must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is higher) to use the Platform. By using the Platform, you represent and warrant that you meet this age requirement and have full legal capacity to enter into a binding agreement. The Platform has no user registration system and cannot verify ages; responsibility for compliance lies entirely with you.

2.2 Jurisdiction & Regulatory Responsibility

You are solely responsible for determining whether your access to and use of the Platform is lawful in your jurisdiction. If local laws, regulations, or licensing requirements prohibit or restrict your use of decentralized prediction markets or related cryptoasset activity, you must not use the Platform.

We may limit, suspend, or restrict access to the web interface in certain regions, jurisdictions, or contexts at our discretion for legal, compliance, security, or operational reasons. Such measures do not alter the autonomous behavior of on-chain smart contracts.

2.3 Sanctions & AML Compliance

You represent and warrant that you are not: (i) subject to economic or trade sanctions administered or enforced by any governmental authority, including the U.S. Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, or any other applicable sanctions authority; (ii) identified on any list of prohibited or restricted parties, including the OFAC Specially Designated Nationals and Blocked Persons List; (iii) directly or indirectly owned or controlled by any such person or entity; or (iv) engaging in any transaction that would violate anti-money laundering (AML), counter-terrorism financing (CTF), or similar applicable laws.

2.4 Sophisticated User Acknowledgment

By using the Platform, you represent that you have sufficient knowledge, experience, and understanding of blockchain technology, decentralized protocols, smart contracts, cryptoassets, and the risks inherent thereto to make informed decisions. The Platform is not designed for persons without this background.

3. Nature of the Platform

3.1 Decentralized Protocol

OpenOmen is a decentralized prediction market protocol. The core functionality is implemented in smart contracts ("Programs") deployed on the Solana blockchain. These Programs are autonomous and execute deterministically according to their code. We provide a web interface that allows users to interact with these Programs, but the interface itself is not the Protocol.

You may interact directly with the on-chain Programs without using our web interface. These Terms apply to both methods of interaction.

3.2 Non-Custodial

The Platform is entirely non-custodial. All USDC deposits are held exclusively by on-chain Solana Programs at all times. We do not, at any point, take custody of your assets. We have no ability to: freeze, seize, reverse, or modify any transaction; access or move funds held in smart contracts on your behalf; or recover lost, stolen, or mistakenly sent funds. You are solely and entirely responsible for the security of your wallet, private keys, and seed phrases.

3.3 No Investment or Financial Advice

Nothing on the Platform, in these Terms, or in any communication from us constitutes investment advice, financial advice, trading advice, legal advice, or tax advice. All information is provided solely for informational purposes. You should consult independent qualified professionals before making any financial decisions. Past outcomes on the Platform are not indicative of future results.

3.4 No User Accounts

The Platform does not require registration and maintains no user accounts. Your identity on the Platform is represented solely by your Solana wallet address. We do not collect, store, or process personal information such as names, email addresses, or identity documents.

4. User Responsibilities & Prohibited Conduct

4.1 General Representations

By accessing the Platform, you represent, warrant, and covenant that:

• Your use does not violate any laws or regulations applicable in your jurisdiction
• You are not subject to sanctions as described in Section 2.3
• You understand the risks associated with decentralized protocols and cryptoassets
• All information you provide in connection with your use of the Platform is accurate and not misleading

4.2 Prohibited Conduct

You agree not to, and represent that you will not:

• Violate any applicable local, national, or international laws or regulations
• Engage in market manipulation, including but not limited to wash trading, spoofing, layering, or front-running
• Create markets with false, misleading, or unverifiable resolution criteria
• Create markets on topics that are illegal, promote violence, exploit minors, or otherwise violate applicable law or our content policies
• Attempt to exploit, attack, or interfere with the smart contracts, the web interface, or any connected infrastructure
• Use automated bots, scripts, or other tools to abuse, scrape, or overload the Platform in a manner that degrades service for others
• Circumvent or attempt to circumvent any content moderation or security measure
• Facilitate any of the above prohibited activities by third parties
• Use the Platform for money laundering, terrorism financing, or other illicit financial activities

5. Financial Risks & Acknowledgments

BY USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

• Prediction markets involve substantial financial risk; you may forfeit the entire amount of USDC you deposit into any market
• Blockchain transactions are irreversible; once submitted and confirmed, they cannot be reversed or cancelled by any party
• Smart contracts may contain undiscovered vulnerabilities, bugs, or be subject to exploits that result in total loss of funds, regardless of any audit or review
• The value of cryptoassets (including USDC) may fluctuate and is subject to regulatory actions affecting their value or transactability
• Market creators may fail to resolve markets or resolve them incorrectly; the Protocol's Refund mechanism provides a fallback but is not a guarantee against all loss scenarios
• Network congestion, outages, or forks on the Solana blockchain may delay or prevent transactions
• The front-end interface may be unavailable, but the on-chain Programs remain accessible directly
• Regulatory changes in any jurisdiction may affect the legality or accessibility of the Platform
• Counterparties on the Platform are anonymous; you have no recourse against them outside of the on-chain mechanism

You should only deposit funds that you can afford to forfeit in their entirety. The Platform provides no guarantee of returns, does not protect against losses, and is not a financial product or service regulated under any jurisdiction's financial services law.

6. Market Creation & Resolution

6.1 Market Creator Obligations

Any wallet may create a prediction market on the Platform. Market creators are solely responsible for: (i) providing accurate, clear, and unambiguous market questions and resolution criteria; (ii) ensuring the market question has an objectively verifiable binary outcome; (iii) resolving the market accurately, honestly, and in good faith before the stated resolution deadline; and (iv) ensuring the market does not violate applicable law or Platform content policies. By creating a market, you accept full responsibility for its content and resolution.

6.2 Resolution Mechanism

Markets are resolved on-chain by the market creator via a signed transaction. The Protocol enforces a resolution deadline. If a market creator fails to submit a resolution before the deadline, refund rules apply and participants can reclaim their deposited USDC. On Solana, state updates are transaction-triggered, so an expired market is written to Refund when a later claim/resolve transaction executes. Markets where the resolved outcome side has no participants also follow refund rules. We do not control, override, or guarantee market resolution by third-party creators.

6.3 Dispute Regarding Resolution

We provide no arbitration service for market outcome disputes between participants and creators. Market resolution is final once confirmed on-chain. We may delist markets we believe were resolved in bad faith, but delisting does not affect on-chain state and participants retain the ability to interact with the contracts directly.

6.4 Content Moderation

We reserve the right, at our sole discretion and without prior notice, to delist, hide, or refuse to display any market from our web interface that we determine violates our content policies, applicable law, or these Terms. Delisting only affects our web interface; on-chain contracts remain unaffected and participants can continue to interact with them directly. We are not obligated to delist any particular content and make no warranty that all violating content will be removed.

7. Fees

The Protocol applies the following fees, deducted from total deposited funds at the time of market settlement, not at the time of position entry:

• Platform Fee: Up to 0.8% of total market deposits at settlement
• Creator Fee: The market-selected creator fee tier at settlement (1.2%, 2.2%, 3.2%, 4.2%, or 5.2%), transferable to the market creator's wallet
• Winner Protection: Total fees (platform + creator) are capped by the losing side's pool. Winners are guaranteed to receive at least their original deposit. In highly one-sided markets, actual fees may be lower than the standard rates
• Position Entry: No fee at time of deposit
• Refund Mode: No platform fee or creator fee deducted — participants receive their full deposit

Fees encoded in the smart contracts are the definitive source of truth. All Solana network transaction costs ("gas") are borne entirely by the initiating user and are not within our control.

Fee parameters may be adjusted in future versions of the Protocol via smart contract upgrades. Such changes will be reflected in the on-chain program code and these Terms will be updated accordingly.

8. Intellectual Property

The OpenOmen name, logo, and web interface design are proprietary to us. You may not use, copy, reproduce, or distribute any of these without our express prior written consent.

The on-chain smart contract code may be open-source. In that case, your use of such code is governed by the applicable open-source license. Creating a fork or derivative of the smart contracts does not grant you any rights to our brand, interface, or commercial infrastructure.

9. Disclaimers of Warranty

THE PLATFORM, THE PROTOCOL, AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING MARKET OUTCOMES, SMART CONTRACT SECURITY, OR THE BEHAVIOR OF THE SOLANA BLOCKCHAIN. SMART CONTRACTS ARE EXPERIMENTAL TECHNOLOGY. THEIR USE INVOLVES RISK THAT MAY NOT BE MITIGATED BY ANY AUDIT OR REVIEW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY FINANCIAL LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES YOU HAVE PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to indemnify, defend, and hold harmless, at your own expense, the Platform and its affiliates, officers, directors, employees, contractors, licensors, and agents (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to: (i) your use or misuse of the Platform; (ii) your violation of these Terms; (iii) your violation of any rights of another party; (iv) your violation of any applicable law or regulation; (v) any market you create on the Platform; or (vi) any transaction you initiate through the Platform. This indemnification obligation survives the termination of these Terms and your cessation of use of the Platform.

12. Termination & Access

We reserve the right to restrict, suspend, or terminate your access to the Platform's web interface at any time and for any reason, including but not limited to violation of these Terms, suspected fraudulent or unlawful activity, or for technical or operational reasons, without prior notice and without liability.

Termination of access to the web interface does not affect your ability to interact with the on-chain smart contracts directly. We have no ability to block or freeze your on-chain positions or assets. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Dispute Resolution & Arbitration

13.1 Informal Resolution

Before initiating any formal legal proceeding, you agree to attempt to resolve any dispute, claim, or controversy arising from these Terms or your use of the Platform through good faith negotiation by contacting us through our official support channels and allowing a reasonable period for resolution.

13.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively by binding arbitration. Arbitration is final and binding and shall be conducted in accordance with the rules of a recognized arbitration body. The arbitrator's decision shall be enforceable in any court of competent jurisdiction.

Exception: Either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction solely to prevent irreparable harm pending determination by arbitration.

13.3 Class Action Waiver

YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All claims must be brought on an individual basis. You may not bring a claim as a plaintiff or class member in any class or representative proceeding.

13.4 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE PLATFORM.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and us with respect to the Platform and supersede all prior and contemporaneous agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, unenforceable, or contrary to applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

14.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

14.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may freely assign our rights and obligations under these Terms, including in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

We shall not be liable for any delays, failures, or interruptions in service resulting from circumstances beyond our reasonable control, including but not limited to acts of God, blockchain network failures, governmental actions, cyber-attacks, or infrastructure outages.