PálpitoTerms of Service
Last Updated: April 1, 2026
1. Introduction
These Terms of Service provide the terms and conditions under which you, whether personally or on behalf of an entity ("you" or "your"), are permitted to use, interact with, or otherwise access the interfaces and features provided by SMPL Panama, a corporation organized and existing under the laws of Panama (the "Company," "we," "us," or "our").
These Terms of Service, together with any documents and additional terms or policies that are appended hereto or that expressly incorporate these Terms of Service by reference, as well as our Privacy Policy (collectively, the "Terms"), constitute a binding agreement between you and us.
These Terms are applicable to (i) all content, informational functionality, and information features (the "Content Features") available on palpito.com (the "Site") and any other site to which the Terms are posted (each, as applicable, an "Interface") and (ii) the blockchain-based smart contract protocol (the "Protocol") deployed on the Solana blockchain, together with the web application, embedded wallet infrastructure, and related services that may be available to users through an Interface (the "Technology Features" and together with the Content Features, the "Features").
NOTICE: PLEASE REVIEW THE TERMS CAREFULLY. BY ACCESSING, INTERACTING WITH, OR USING THE SITE OR ANY OTHER INTERFACE (INCLUDING BY CREATING AN ACCOUNT, LINKING OR CREATING A WALLET, OR OTHERWISE CREATING AN IDENTIFIER ON THE SITE), YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AUTHORIZED TO INTERACT WITH, ACCESS, OR USE ANY INTERFACE OR FEATURE.
USE OF THE SITE, PROTOCOL, OR TECHNOLOGY FEATURES FOR TRADING IS NOT PERMITTED BY PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, HAVE A REGISTERED OFFICE IN, OR HAVE THEIR PRINCIPAL PLACE OF BUSINESS IN ANY RESTRICTED JURISDICTION AS DEFINED BELOW (ANY SUCH PERSON OR ENTITY FROM THESE JURISDICTIONS, A "RESTRICTED PERSON"). ADDITIONALLY, USE OF THE SITE, PROTOCOL, OR TECHNOLOGY FEATURES FOR TRADING IS NOT PERMITTED BY PERSONS OR ENTITIES (I) ON BEHALF OF ANY RESTRICTED PERSON(S) OR (II) DIRECTED, COORDINATED, OR CONTROLLED BY ANY RESTRICTED PERSON.
THERE ARE NO EXCEPTIONS; THEREFORE, IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE THE SITE, PROTOCOL, OR ANY OF THE TECHNOLOGY FEATURES TO TRADE. USE OF A VIRTUAL PRIVATE NETWORK ("VPN") OR ANY SIMILAR TOOL TO ATTEMPT TO OR TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED.
2. The Site and Features
2.1 Description of the Site and Features
The Site provides information about real-world events and enables users to interact with a blockchain-based protocol deployed on the Solana blockchain in order to engage in trades for certain event-based contracts (the "Contracts"). The Protocol consists of a centralized smart contract program (the "Program") that autonomously manages market creation, order matching, collateral management, settlement logic, and the collection of commissions.
The Company developed the Protocol and operates the Site. The Company does not operate a cryptoasset or derivatives exchange platform or offer trade execution or clearing services and, therefore, does not have control concerning your transactions using the Features. All transactions are executed on-chain by the Program according to its immutable logic.
The pricing information provided on the Site relating to Contracts does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Company.
2.2 Non-Custodial Architecture
The Features operate on a non-custodial, self-custody model. When you create an account, an embedded wallet is created for you on the Solana blockchain through our third-party wallet infrastructure provider. You are the sole holder of the private key for your wallet. The Company does not have access to your unencrypted private keys at any time and cannot access, control, or reverse any transactions initiated through your wallet.
Delegated Authority. To facilitate trading without compromising self-custody, the Protocol implements a delegated authority mechanism. During onboarding or your first trade, you sign a transaction that grants the Program a session key with strictly defined permissions. This session key allows the Program to: place limit and market orders on your behalf, cancel pending orders, transfer USDC from your wallet to market escrow when orders execute, and claim settlement proceeds when markets resolve. The Program cannot withdraw funds from your wallet to external addresses, transfer funds to addresses not controlled by the Protocol's smart contracts, or execute any transaction you have not explicitly requested through the Interface. You can revoke this delegation at any time.
Escrow Model. When you participate in markets, funds are not transferred to the Company. Instead, USDC is locked into market-specific on-chain escrow accounts controlled by the Program through Program Derived Addresses (PDAs). These escrow accounts are governed by the market rules encoded in the smart contract. Funds remain attributable to you until market resolution. Upon resolution, escrowed funds are automatically settled according to the predefined outcome rules and distributed back to users. The Company operates the market logic but does not custody the assets.
2.3 Your Acknowledgement Relating to the Site
You hereby acknowledge and agree that all information provided as part of the Content Features in connection with your access and use of the Site is intended for informational purposes only. The Site strives to provide accurate information, but there is no guarantee or warranty that the information is updated, complete, or timely. You acknowledge and agree that you are not relying on any of the information on the Site for any purpose and expressly (i) disclaim any reliance on any information on the Site or within the Features, and (ii) acknowledge that the Company will not be liable for any such information provided.
From time to time the Site or the Features may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs; (c) causes beyond the Company's control or that the Company could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure, including the Solana network; or (e) unavailability of third-party service providers or external partners for any reason.
None of the information provided on the Site or through the Features should be construed as professional or investment advice. Before you make any financial, legal, or other decisions involving the Features, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us.
None of the information provided on the Site or through the Features shall be interpreted as an invitation or inducement to (i) exercise any rights to acquire, dispose of, underwrite, or convert any cryptoassets or digital assets or (ii) buy, sell, or induce a user to buy or sell any cryptoassets or digital assets. The Company is not acting as an investment adviser, trading, tax, legal, or other adviser to any person or entity.
3. Modifications
3.1 To the Terms
We reserve the right, in our sole discretion, to modify the Terms at any time or from time to time. The modified Terms will be posted on the Site and will provide the last updated date at the top. Any modified Terms will become effective upon posting. By continuing to access, use, or otherwise interact with any Interface or Feature after the effective date of any modification to the Terms, you are providing your explicit agreement to be bound by the Terms as modified. If you do not agree to be bound by any updated Terms, you are prohibited from using, accessing, or otherwise interacting with the Interfaces or Features.
3.2 To the Site or Features
We reserve the right, in our sole discretion, to modify, substitute, eliminate, restrict access to, or add to the Site or any Feature at any time and from time to time, with or without notice to you. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, or disable (temporarily or permanently) the Site or the Features, in whole or in part, for any reason whatsoever, including, without limitation, to only allow open contracts to be closed. Upon termination of your access, your right to use the Site or the Features will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Site or Features or from any modification, suspension, or termination of your access.
The following sections of these Terms will survive any termination of your access to the Site or the Features, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 5, 7-10.
4. Your Responsibilities, Representations, and Prohibited Conduct
4.1 Your Representations
As a condition to accessing or using the Site or the Features, you represent and warrant to the Company the following:
- Of Age and Legal Authority. The Site and Features are intended only for users who are 18 years of age or older. If you are entering into the Terms on behalf of an entity, you represent that you have the legal authority to bind such entity. If you do not meet these requirements, you are prohibited from accessing, using, or otherwise interacting with the Site or Features.
- Sanctions. You represent and warrant that you are not, and for the duration of the time you use the Site and Features will not be (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (ii) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (iii) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations; or (iv) operationally based or domiciled in a country or territory subject to comprehensive sanctions imposed by the United Nations, OFAC, the EU, or the UK.
- Restricted Jurisdictions. You acknowledge and agree that you are not permitted to access, use, or trade with the Contracts on the Protocol if you are residing in, a citizen of, organized in, or located in the following jurisdictions (collectively, the "Restricted Jurisdictions"): any jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States, the European Union, or the United Nations, including but not limited to Iran, Syria, Cuba, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
- Wallet Configuration. You represent and warrant that you are responsible for properly configuring and using the Site and Features, and for taking appropriate action to secure your data, including without limitation financial or token information, recovery phrases, and private keys.
- No VPN to Circumvent. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site or the Features.
- Sophistication. You represent and warrant that you possess sufficient knowledge, market sophistication, professional advice, experience, and skills to engage with the Site and the Features, and that you have the requisite understanding of blockchain technology, cryptoassets, and cryptography to be able to engage with the Features.
4.2 Prohibited Conduct
You agree to access, use, or otherwise interact with the Site and Features only in an authorized, proper, and appropriate manner and in accordance with these Terms and with all Applicable Laws. You agree that you will not:
- Violate any Applicable Laws or regulations through your access to or use of the Site or the Features.
- Engage in any fraudulent act or scheme to defraud, deceive, trick, or mislead.
- Enter, or attempt to enter, any buy or sell order on the basis of confidential information relating to the outcome or likely outcome of the event underlying such Contract, where trading on such information would constitute a breach of a pre-existing duty of trust and confidence owed to another person or entity.
- Enter, or attempt to enter, any buy or sell order if you hold a position of authority or influence sufficient to affect the outcome of the event underlying such Contract.
- Engage in disruptive trading practices, including but not limited to spoofing, front-running, placing fictitious transactions, cornering, wash trading, violating bids or offers, or knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market.
- Coordinate, collude, or act in concert with any other person for the purpose of artificially influencing a Contract price or otherwise acting to the detriment of the integrity of the market.
- Exploit the Site or Features for any unauthorized purpose.
- Circumvent or attempt to circumvent any content-filtering techniques, security measures, or access controls that the Company employs on the Site, including, without limitation, through the use of a VPN or similar measures.
- Provide false, inaccurate, or misleading information while using the Site or the Features.
- Use the Site or Features in any manner that could disable, overburden, damage, or impair the Site or Features or interfere with any other party's use or enjoyment of the Site or Features.
- Use the Site or Features for or on behalf of any person residing in a Restricted Jurisdiction.
- Reverse engineer, disassemble, or decompile the Interfaces or Features or apply any other process or procedure to derive the source code of any software included in the Interfaces or Features, except to the extent applicable law does not allow this restriction.
- Use any data mining tools, robots, crawlers, or similar data gathering and extraction tools to scrape or otherwise remove data from the Site or Features.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to the Site or Features.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or Features, the server(s) on which the Site or Features are stored, or any server, computer, or database connected to the Site or Features.
- Otherwise violate the Terms.
You acknowledge and agree that in the event that you use the Site or Feature in a potentially prohibited manner, we may investigate and we reserve the right, in our sole discretion, to (i) terminate your access to the Site and/or Features, (ii) prohibit you from participating in any reward or incentive programs, and (iii) take any other action the Company deems reasonable or necessary, including cooperating with law enforcement. You hereby acknowledge and agree that using the Site and/or Features may result in tax consequences. It is your sole responsibility to determine whether there are any tax consequences from any transactions you initiate using the Site or Features, and you are solely responsible for ensuring compliance with applicable tax laws in your tax resident jurisdiction.
4.3 Additional Information
The Company may, from time to time, request additional information from you, including, but not limited to, information to confirm that you are not a Restricted Person or to comply with applicable identity verification requirements. If you do not provide such information within the time period set by the Company, or if the Company determines, in its sole discretion, that such information is not adequate, the Company may terminate your access to the Site and/or Features.
5. Intellectual Property Rights
5.1 Ownership and License
The Company or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Site and Features, including any related content and technology, unless otherwise indicated. Subject to the Terms, the Company hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Site and Features. This license is solely intended to allow you to access, use, or otherwise interact with the Site and Features.
5.2 Reciprocal License
By using the Site or any Feature, you grant us a limited, non-exclusive, sublicensable, worldwide, royalty-free license to use, copy, modify, and display any content or feedback you provide to us or that you post on or through the Site or any Features solely for our business purposes, including but not limited to the purpose of providing the Site or Features for so long as is necessary to do so.
By providing any content or information on or through the Site or via the Features (collectively, the "Content"), you hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute, in any form, medium, or manner, any Content.
6. Third-Party Services
The Site and Features may be integrated with or otherwise give access to applications, services, sites, technology, data, operations, features, and resources that are provided or otherwise made available by third parties ("Third Party Services"). These may include, without limitation, wallet infrastructure providers, fiat on-ramp and off-ramp providers, identity verification providers, oracle data sources, and analytics services.
Your access and use of Third Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with those third parties, which we do not control. The Company has no control over and is not responsible for such Third Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third Party Services. Your use of any Third Party Services is directly between you and that third party, and you acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.
The integration or inclusion of such Third Party Services does not imply an endorsement or recommendation of such Third Party Services.
7. Indemnification
You agree to defend, indemnify, and hold harmless us and our licensors, and each of their respective employees, officers, directors, and representatives (collectively, the "Company Parties") from and against all liability for monetary damages, contractual claims of any nature, economic loss (including direct, incidental, or consequential damages), loss of income or profits, fines, penalties, exemplary or punitive damages, and any other injury, damage, or harm, including reasonable attorney's fees ("Damages") that relate in any way to any demand, claim, regulatory action, proceeding, or lawsuit ("Claim(s)") arising out of or relating to: (i) your use of the Interfaces or Features; (ii) breach of the Terms or violation of applicable law by you; (iii) a dispute between you and any third party; (iv) your alleged or actual infringement or misappropriation of any third party's intellectual property or other rights; and (v) your feedback or content.
If you are obligated to indemnify us, then you agree that we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms, and you agree to fully cooperate with us in the defense or settlement of such Claim.
8. Disclaimers and Limitations of Liability
8.1 Site, Interfaces, and Features
By accessing the Site or Features, you hereby acknowledge and agree that the Company cannot and does not guarantee the functionality, security, or availability of the Site or Features. The technologies on which the Site or Features rely may be subject to sudden changes and we cannot and do not guarantee that your access to the Site or Features or the ability to transact thereon will be uninterrupted or error-free or that your cryptoassets will be secure at all times. You assume all risks related thereto.
8.2 No Representations or Warranties
THE SITE AND FEATURES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, NEITHER WE NOR ANY OTHER RELATED PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE INTERFACES OR FEATURES, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (i) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE, (iii) THAT THE SITE OR FEATURES WILL BE ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, AND (iv) THAT ANY CONTENT OR ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
8.3 Limitations of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA, CONTENT, OR OTHER ASSETS), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (i) YOUR INABILITY TO USE THE INTERFACES OR FEATURES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR DATA; (iv) ANY CHANGE IN VALUE OF ANY CRYPTOASSET; OR (v) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTERFACES OR FEATURES. IN ANY CASE, THE COMPANY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100 USD.
9. Governing Law and Dispute Resolution
9.1 Governing Law
These Terms and any action related thereto will be governed by the Panama Arbitration Law and the laws of Panama, without regard to conflict of laws provisions. Except as otherwise expressly set forth in the Arbitration Agreement below, the exclusive jurisdiction for all disputes that you and the Company are not required to arbitrate will be the courts located in Panama, and you and the Company each waive any objection to jurisdiction and venue in such courts.
9.2 Dispute Resolution
Before either you or the Company (together, the "Parties") assert any claim against the other for damages or relief of any kind, the Parties agree to make a good-faith attempt to resolve the dispute informally. A Party wishing to initiate a claim must send written notice to the other Party containing: your wallet address and/or username, your first and last name, a detailed explanation of the complaint with any supporting documentation, any specific dates and times associated with the complaint, and the remedy or action you are seeking. If you intend to initiate such a claim, you must send an electronic communication to the Company at legal@palpito.com with "Complaint Resolution Process" in the subject line.
After sixty (60) business days have passed following the submission of a complaint, if it included all of the requisite information and if the complaint has not been resolved, the complaining Party may then pursue a formal claim as provided for below. The Parties agree that any relevant limitations period will be tolled during the sixty (60) business day period (the "Tolling Period").
10. Arbitration Agreement and Class Action Waiver
Please read this binding agreement to arbitrate ("Arbitration Agreement") and class action waiver ("Class Action Waiver") carefully because it requires the Parties to arbitrate certain disputes and claims on an individual basis only.
Any dispute, claim, or controversy arising out of or relating to the Terms, Interfaces, or Features, or the breach, termination, enforcement, interpretation, or validity of the Terms, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration before one arbitrator. This Arbitration Agreement and Class Action Waiver apply to any claims you may currently possess and any claim that may arise in the future.
The Parties' Arbitration Agreement and Class Action Waiver mandate that all past, pending, and/or future disputes between you and the Company shall be resolved by final and binding arbitration on an individual basis only and for your own losses only. Under these terms, you may not proceed as a class representative, as a member or part of any proposed class, collective action, as a private attorney general, or under any representative proceeding, and you may not otherwise seek to recover on behalf of others. You further acknowledge that your agreement to arbitrate means you will not be able to seek damages in court or present your case to a jury.
10.1 Opt-Out
You may opt out of the Arbitration Agreement by sending written notice to legal@palpito.com no later than thirty (30) days after you entered into this Agreement. This notice must include your wallet address, first and last name, email, phone number, and state your intent to opt out of arbitration.
10.2 Severability
This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement, or portion thereof, is found to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remainder, which shall continue in full force and effect.
11. General Terms
11.1 Entire Agreement
The Terms, including any policies that expressly incorporate the Terms by reference, constitute the entire agreement between you and us regarding the subject matter herein. The Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of the Terms.
11.2 No Relationships or Assignments
Nothing in the Terms shall be construed to create any relationship between you and us other than as defined herein. Neither you nor we are an agent of each other under these Terms. You agree that you are not permitted to assign or otherwise transfer any of your rights and obligations under the Terms, but the Company may assign or transfer the Terms, in whole or in part, without restriction.
11.3 Waiver
The failure by us to enforce any provision of the Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
11.4 Severability
If any portion of the Terms are held to be invalid or unenforceable, the remaining portions of the Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effectuate the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Terms but the rest of the Terms will remain in full force and effect.
11.5 Remedies
Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity.
11.6 Contact Us
You may contact us with questions, complaints, or claims concerning the Features at legal@palpito.com.