Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the Engine website at withengine.ai, the Engine application, the Engine strategy marketplace, and any related software, services, content, and APIs (collectively, the “Services”) operated by Dusk Labs, Inc. (“Dusk Labs,” “Engine,” “we,” “our,” or “us”). By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1. Definitions

• “Agent” means Engine’s autonomous software that reads market data, evaluates rules expressed in your STRATEGY.md, and submits orders to a Venue on your behalf.
• “Strategy” or “STRATEGY.md” means a plain-language rule set you author, fork, or subscribe to that instructs the Agent.
• “Venue” means the third-party trading venue or exchange to which the Agent routes orders, which we may change from time to time. Venues are independent of Engine and have their own terms, risks, and disclosures.
• “Vault” means the on-chain account you control at the Venue, into which you deposit assets and out of which the Agent may submit trade-only instructions using a limited, revocable signing authority you grant.
• “Marketplace” means the section of the Services where Strategy authors may publish Strategies for others to fork, subscribe to, or run.
• “User-Generated Content” or “UGC” means any Strategy, comment, profile, message, or other content you submit through the Services.

2. The Services

Engine provides software that (i) authenticates you via a third-party identity provider, (ii) lets you author, fork, or subscribe to Strategies, (iii) operates an Agent that evaluates those Strategies against market data and submits orders to a Venue using a trade-only signing authority that you grant, (iv) journals the Agent’s decisions, fills, and ledger entries to a transparency terminal you can inspect, and (v) makes the Marketplace available.

Engine is non-custodial. We do not take possession of, control, or hold your funds at any time. Funds are held in your Vault at the Venue. Withdrawals are made by you, directly, from your Vault to your wallet. The Agent does not hold withdrawal rights and operates only within the trade-only scope you authorize.

Engine does not solicit, recommend, or endorse any specific Strategy, market, asset, or trade. The presence of a Strategy in the Marketplace, including any “verified” badge, is not a recommendation, an endorsement, or an opinion about suitability or performance. We may, but are not required to, review Strategies for compliance with our policies, and any such review is for our purposes only.

3. No Investment, Legal, or Tax Advice

Nothing on the Services constitutes investment advice, a recommendation, a solicitation, or an offer to buy, sell, or hold any asset, derivative, or financial product. The Agent’s outputs, including Strategy evaluations, backtests, decision logs, and chat responses, are information only, are based on rules you provide or select, are subject to error and ambiguity in the rules and in the underlying data, and are not tailored to your financial situation, objectives, risk tolerance, or tax position. Past performance, including simulated or backtested performance, is not indicative of future results. We do not promise or guarantee any profit, return, yield, or trading result, and nothing on the Services should be read as such a promise. You should consult your own qualified advisers before trading.

4. Artificial Intelligence and Autonomous Execution

The Agent is a software system that uses machine learning and rule-based logic to interpret Strategies and route orders. AI systems can produce outputs that are wrong, incomplete, misaligned with the prompt, or unexpected. You acknowledge that:

• The Agent will execute trades autonomously while running, within the parameters you set. You are responsible for those parameters.
• The Agent may interpret your Strategy in ways you did not anticipate, particularly where a Strategy contains ambiguity, unstated assumptions, or edge cases not covered by your rules.
• The Agent may delay, fail to execute, partially execute, or duplicate orders due to network conditions, Venue outages, data feed gaps, infrastructure faults, or model behavior. We do not guarantee specific latency, fill quality, or uptime.
• You are responsible for monitoring the Agent, for pausing it when appropriate, and for revoking its signing authority at the Venue if you wish to stop trading.

5. Trading Risk; Assumption of Risk

Trading perpetual futures and other derivatives is highly speculative and can result in losses that meet or exceed your deposit. By using the Services, you knowingly and voluntarily assume all risks associated with trading at the Venue, including but not limited to those listed in Annex B. You agree that Engine is not responsible for those risks and that you would not be using the Services if you were unwilling to bear them.

6. Eligibility and Restricted Persons

To use the Services, you represent and warrant that:

• You are at least eighteen (18) years old and have the legal capacity to enter into these Terms.
• You are not a person ordinarily resident in, organized under the laws of, or located in any jurisdiction subject to comprehensive U.S. or U.K. sanctions, including (without limitation) Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, or Zaporizhzhia regions of Ukraine, and that you are not otherwise the subject of any sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the U.K. Office of Financial Sanctions Implementation (OFSI), or the EU.
• You are not a “U.S. person” trading perpetual futures or other derivatives products for which the Venue restricts U.S. persons, and you will not access such products from the United States or attempt to circumvent any geographic restriction imposed by the Venue or by us. We may block access from jurisdictions in our sole discretion.
• You will not use the Services through any VPN, proxy, anonymizer, or similar location-masking technology for the purpose of evading geographic or sanctions restrictions.
• Your use of the Services complies with all laws, rules, and regulations applicable to you, including securities, commodities, derivatives, tax, anti-money-laundering, counter-terrorism financing, export-control, and consumer-protection laws.

We may verify your identity, sanctions status, and geographic location at any time and may suspend or terminate your access without notice if we believe you are or have become a restricted person.

7. Account and Wallet Security

You access the Services through a wallet and an authentication provider. You are solely responsible for the security of your wallet, your private keys, your seed phrase, your device, and your authentication credentials. We will never ask for your seed phrase or private keys. Loss of those credentials may result in irrecoverable loss of funds, for which we are not responsible. You must promptly notify us of any unauthorized use of your account.

8. User Strategies and Marketplace

8.1 Your Strategies

You own the content of any Strategy you author. By submitting a Strategy to the Services you grant Dusk Labs a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and operate the Strategy to provide the Services, and, if you publish the Strategy to the Marketplace, to make it available to other users on the terms you select. You represent that you have all rights necessary to grant this license and that the Strategy does not infringe any third-party rights.

8.2 Marketplace Strategies; No Endorsement

Strategies in the Marketplace are authored by independent third parties. We do not endorse them, do not warrant their performance, accuracy, or suitability, and do not act as the agent of any author when you fork, subscribe to, or run a third-party Strategy. Any statistics, backtests, ratings, or “verified” labels displayed in the Marketplace are informational and may be incorrect or outdated. You are responsible for evaluating any Strategy before deploying capital to it.

8.3 Prohibited Strategies

You may not publish or run Strategies that are designed to manipulate markets, engage in wash trading, spoofing, layering, front-running, insider trading, evade sanctions, finance illegal activity, or violate the Venue’s rules. We may remove any Strategy at any time at our discretion and may suspend or terminate accounts that publish or run prohibited Strategies.

9. Third-Party Venues and Services

The Services connect to and depend on third-party services that we do not control, including the third-party trading venue or exchange to which the Agent routes orders, our authentication provider, our data and infrastructure providers, and on-chain networks. Their availability, terms, fees, and risks are theirs, not ours. Outages, forks, exploits, governance actions, or changes at any of these third parties may affect the Services, including the Agent’s ability to read data or submit orders. We are not liable for the acts, omissions, security, performance, or solvency of any third party.

10. Fees, Subscriptions, and Payments

10.1 Fees generally

Some features of the Services may be subject to fees disclosed at the point of use, including subscription fees for premium features or per-action fees we may introduce. We charge a transaction fee on trades the Agent executes, disclosed in-app at the point of use and deducted in USDC per transaction. That fee is separate from the gas, slippage, funding, and exchange fees set by the Venue and the underlying network, which are not ours. The final amount of any on-chain fee may vary with on-chain conditions, exchange rates, and provider passthrough costs. All fees are exclusive of taxes, which are your responsibility, and are payable in the currency and through the payment methods we make available at the point of purchase. We use a third-party payment processor to bill you; your payments are also subject to that processor’s terms, and you authorize us to share the information needed to complete the transaction with it as described in our Privacy Policy.

10.2 Subscriptions and automatic renewal

Certain premium features are offered as recurring subscriptions. Before you complete a purchase, we will disclose the subscription price, the billing interval (for example, monthly or annual), and the renewal terms at the point of purchase. By enrolling in a subscription, you authorize Dusk Labs and our payment processor to charge your selected payment method the then-current subscription fee, plus applicable taxes, on a recurring basis at the start of each billing period, and you agree that your subscription will automatically renew for successive periods of the same length until you cancel. These recurring charges are authorized without further action by you for each charge.

10.3 Cancellation

You may cancel a subscription at any time through your account settings on the Services, using a mechanism at least as simple as the one by which you enrolled, or by emailing legal@dusk.so. Cancellation takes effect at the end of the then-current billing period: you retain access to the paid features through the end of that period, and you will not be charged for the following period. Cancelling a subscription does not close your account or stop any Agent you have authorized; to stop trading you must also revoke the Agent’s signing authority at the Venue as described in Section 15.

10.4 Refunds

Except as expressly stated at the point of purchase, in the case of a duplicate charge or demonstrable billing error, or as required by applicable law, all fees, transaction fees, and subscription charges are non-refundable, and we do not provide refunds or credits for partial billing periods, for unused features, or for periods during which the Services were available but you chose not to use them. Transaction fees on executed trades are non-refundable once the trade has been submitted to the Venue. Nothing in these Terms limits any non-waivable refund, cancellation, or cooling-off right you may have under the consumer-protection laws of your jurisdiction.

10.5 Changes to fees and plans

We may change our fees, introduce new fees, or modify subscription plans. For one-time and per-action fees, changes apply prospectively from the time they are posted. For a recurring subscription, we will give you advance notice of any price increase or material change to your plan before it takes effect, by email or another conspicuous means and within the time required by applicable law, and the change will apply only from your next renewal. If you do not agree to the change, you may cancel before it takes effect; continuing your subscription after the effective date constitutes acceptance of the new price or plan.

10.6 Failed payments

If a charge is declined or we are otherwise unable to collect a fee when due, we may retry the charge, suspend or downgrade your access to paid features, or cancel your subscription. You remain responsible for any amounts that were due before suspension or cancellation, and you are responsible for keeping your payment method current.

11. Intellectual Property

The Services, including the Engine name and logo, the Agent software, the user interface, and all related content (other than UGC), are owned by Dusk Labs or its licensors and are protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for their intended purpose. You may not reverse engineer, scrape (except through public APIs we offer for that purpose), resell, sublicense, or build a competing product from the Services.

12. Feedback

If you send us feedback, suggestions, or ideas, you grant Dusk Labs a perpetual, worldwide, royalty-free, irrevocable license to use them for any purpose without compensation.

13. Beta Features

We may make experimental features available to you, identified as “beta,” “preview,” “experimental,” or similar. Beta features are provided AS IS, may change or be withdrawn at any time, may behave unpredictably, and are not covered by any service commitment. Use them at your own risk.

14. Modifications to the Services and the Terms

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice. We may also amend these Terms by posting a revised version at this URL. Material changes will be announced through the Services or by email at least seven (7) days before they take effect, unless the change is required by law or addresses an urgent security issue. Your continued use of the Services after the effective date constitutes acceptance.

15. Termination

You may stop using the Services at any time by revoking the Agent’s signing authority at the Venue and disconnecting your wallet. We may suspend or terminate your access at any time, with or without notice, for any reason, including a breach of these Terms, a suspected breach, a regulatory or sanctions concern, or a request from a competent authority. Provisions of these Terms that by their nature should survive termination will survive.

16. Disclaimer of Warranties

THE SERVICES, THE AGENT, ANY MARKETPLACE STRATEGY, ANY VENUE INTEGRATION, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT ANY PARTICULAR TRADING OUTCOME, ANY LEVEL OF AGENT AVAILABILITY OR LATENCY, OR THE ACCURACY OF ANY DATA, BACKTEST, OR ANALYSIS.

17. Release and Indemnification

You release Dusk Labs and its officers, directors, employees, agents, affiliates, suppliers, and licensors (the “Engine Parties”) from any claim, demand, loss, or damages of every kind arising out of or in any way connected with your use of the Services, your Strategies, your trading activity, your interactions with other users or with any Venue, or your breach of these Terms.

You agree to defend, indemnify, and hold harmless the Engine Parties from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (i) your use of the Services; (ii) your UGC, including any Strategy you publish or run; (iii) your violation of these Terms or any applicable law; (iv) your violation of any rights of a third party; (v) your taxes or regulatory filings; or (vi) the Agent acting on your authority pursuant to a Strategy you selected or authored.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ENGINE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST OPPORTUNITY, OR TRADING LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES, THE AGENT, ANY STRATEGY, OR ANY VENUE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF AN ENGINE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, THE TOTAL AGGREGATE LIABILITY OF THE ENGINE PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100), OR (B) THE FEES YOU ACTUALLY PAID TO DUSK LABS FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, IN WHICH CASE THESE LIMITATIONS APPLY TO THE GREATEST EXTENT PERMITTED.

19. Governing Law and Binding Arbitration

These Terms and any dispute arising out of or related to them or to the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by applicable U.S. federal law. Any dispute, claim, or controversy will be resolved by binding, individual arbitration administered by JAMS under its Comprehensive Arbitration Rules, in the English language, with the seat of arbitration in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. You and Dusk Labs each agree that any dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate or join claims of more than one person.

30-day opt-out. You may opt out of this arbitration agreement by sending a written notice to legal@dusk.so within thirty (30) days of first accepting these Terms, with your name, the wallet address used for your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

Notwithstanding the above, either party may seek emergency or injunctive relief in a court of competent jurisdiction in Delaware to protect intellectual-property rights, to enforce sanctions or eligibility provisions, or to prevent unauthorized access to the Services.

20. Miscellaneous

These Terms, together with the Privacy Policy and any additional terms you agree to for specific features, constitute the entire agreement between you and Dusk Labs regarding the Services and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them to an affiliate or in connection with a sale of all or substantially all of our business. Notices to you may be given through the Services or by email; notices to us must be sent to legal@dusk.so. Headings are for convenience only.

21. Contact

Dusk Labs, Inc. · Delaware, USA · legal@dusk.so

Annex A. Additional Terms

A.1 Tax responsibility

You are solely responsible for determining and paying any taxes that apply to your use of the Services, including taxes on your trading gains and on fees you pay. We may issue information returns where required by law.

A.2 No fiduciary relationship

Nothing in these Terms creates a fiduciary, partnership, joint-venture, agency, or trust relationship between you and Dusk Labs. Dusk Labs is not your broker, dealer, adviser, or custodian.

A.3 No public disclosure

Performance metrics shown in the Services, including those of your account and of public Marketplace Strategies, are not audited and are not a representation of how a Strategy will perform in the future. Marketing material on the Services is not investor disclosure.

A.4 Communications

You consent to receive communications from us electronically, including transactional emails about your account, security notices, and product updates. You may opt out of promotional communications via the unsubscribe link.

A.5 Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including network or chain outages, Venue outages, exchange failures, governmental action, fire, flood, war, terrorism, pandemics, labor unrest, or denial-of-service attacks.

Annex B. Assumed Risks

Without limiting Sections 5 and 17, you acknowledge and accept the following non-exhaustive risks:

• Market risk. Crypto-asset and derivatives prices are highly volatile. You may lose your entire deposit, rapidly and without warning.
• Leverage and liquidation. Perpetual futures positions can be liquidated by the Venue when margin falls below maintenance. Liquidation can result in total loss of the position and additional fees.
• Strategy risk. Your Strategy or a third-party Strategy you choose may contain logic errors, unstated assumptions, or perform poorly in market regimes it was not designed for. Backtests are simplified and do not reflect future performance.
• Agent and AI risk. The Agent may misinterpret your Strategy, act on incorrect data, or behave unexpectedly. You remain responsible for orders submitted on your authority.
• Venue risk. The Venue may halt trading, change rules or fees, suffer downtime, be exploited, restrict your access, or fail. We have no control over the Venue and do not guarantee its solvency or performance.
• Smart-contract and chain risk. Bugs, exploits, oracle failures, governance attacks, MEV, reorgs, network congestion, or fork events may affect on-chain settlement, your Vault balance, and your ability to act.
• Custody and key risk. Loss, theft, or compromise of your private keys, seed phrase, hardware wallet, or authentication credentials is irreversible and is your responsibility.
• Regulatory risk. Laws affecting derivatives, crypto-assets, and AI are evolving. Future rules may restrict your access to the Services, the Venue, or specific markets, or may require changes to how you trade or how you report.
• Liquidity and slippage. Orders may fill at prices materially worse than displayed, particularly in illiquid markets or during periods of volatility.
• Counterparty risk. The Venue and other counterparties may default, become insolvent, or be subject to enforcement action.
• Tax risk. Trading produces taxable events. Failure to report can lead to penalties.
• Total loss. You acknowledge that you may lose all of the capital you deposit and that no part of the Services is designed to prevent that outcome.