Terms of Service

I. Agreement to Terms & Introduction These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and the entity operating RUNNR.trade (the "Company," "we," "us," or "our"), a corporation duly organized and existing under the laws of the Republic of Panama. This agreement governs your access to and use of the RUNNR.trade website, including any content, functionality, and services offered on or through the website, its application programming interfaces (APIs), and any associated software or tools (collectively, the "Services"). By accessing the website, connecting a digital asset wallet, or using any of the Services provided, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. You also agree to our Privacy Policy, which is incorporated by reference into these Terms and governs our collection and use of your data. If you do not agree with these Terms or the Privacy Policy, you must not access or use the Services. The Services consist of a non-custodial software interface that provides users with tools for analyzing and interacting with decentralized cryptocurrency protocols and markets, including functionalities for automated copy trading. This agreement is established as a valid and enforceable electronic contract under the provisions of Law 51 of 22 July 2008 (the "Electronic Commerce Law") of the Republic of Panama. The Company reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time. Any such modifications will be effective immediately upon posting the revised version on the RUNNR.trade website. We will indicate at the top of this page the date these Terms were last revised. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically for changes. II. BINDING ARBITRATION AND CLASS ACTION WAIVER NOTICE PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT ANY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, OR THE USE OF THE SERVICES (COLLECTIVELY, "DISPUTES") WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN A COURT OF LAW IN ANY JURISDICTION. THE ARBITRATION SHALL BE CONDUCTED IN PANAMA CITY, REPUBLIC OF PANAMA. ANY AND ALL PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL. This arbitration provision is a strategic component of the legal agreement, designed to manage litigation risk effectively in a high-volatility sector where simultaneous user losses could otherwise precipitate class-action lawsuits. By channeling all disputes into a controlled, individual arbitration process in a specific jurisdiction, this clause provides a critical layer of legal protection for the platform's operational viability. III. Eligibility, Legal Compliance, and Account Registration User Representations and Warranties By using the Services, you represent and warrant that: - You are at least 18 years of age or the age of legal majority in your jurisdiction of residence, whichever is greater. - You have the full legal capacity, right, power, and authority to enter into and comply with the obligations of these Terms. - You are not a person or entity who is a resident of, or located in, a Prohibited Jurisdiction (as defined below). - You are not subject to any financial sanctions, embargoes, or other restrictive measures imposed by the United Nations, the Republic of Panama, or any other sovereign country. - Your use of the Services does not and will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing. User's Sole Responsibility for Compliance You are solely responsible for ensuring that your use of the Services is compliant with all laws, regulations, and rules in your specific jurisdiction. Accessing the Services is prohibited from any jurisdiction where the Services, or any part thereof, would be illegal. The Company makes no representation that the Services are appropriate or available for use in all locations. Anti-Money Laundering (AML) and Know Your Customer (KYC) Compliance While the platform operates on a non-custodial basis, the Company is subject to the anti-money laundering (AML) and counter-terrorist financing (CFT) laws and regulations of the Republic of Panama. Panama's legal framework requires all entities engaged in financial activities, including Virtual Asset Service Providers (VASPs), to implement risk-based compliance programs, conduct customer due diligence, and report suspicious transactions to the Financial Analysis Unit (UAF). This regulatory expectation exists even within the "legal gray area" of cryptocurrency-specific legislation and is reinforced by Panama's commitment to complying with international standards set by the Financial Action Task Force (FATF). Accordingly, you acknowledge and agree that: - The Company reserves the right, at its sole discretion, to require you to provide identifying information and documentation at any time for the purposes of identity verification and compliance with AML/CFT regulations. - This may include, but is not limited to, collecting your name, address, date of birth, government-issued identification, and information regarding your sources of funds. - The Company may use third-party services to perform these checks and verifications. - Your access to the Services may be restricted, suspended, or terminated if you fail to provide the requested information, if the information is determined to be false or misleading, or if you are found to be in violation of these Terms or applicable laws. Prohibited Jurisdictions You are strictly prohibited from accessing or using the Services if you are located in, incorporated or otherwise established in, or a citizen or resident of any of the jurisdictions listed in the table on "https://runnrtrade.gitbook.io/docs/other/terms-of-service" under "Prohibited Jurisdictions" (each a "Prohibited Jurisdiction"). The use of any technology, such as a Virtual Private Network (VPN), to circumvent these geographic restrictions is a material breach of these Terms. This list is non-exhaustive and may be updated by the Company at any time without prior notice. IV. The Non-Custodial Architecture & Role of Third-Party Services The Platform is Non-Custodial IT IS CRITICAL THAT YOU UNDERSTAND THE FOLLOWING: RUNNR.TRADE IS A NON-CUSTODIAL SOFTWARE PLATFORM. WE PROVIDE A USER INTERFACE THAT ALLOWS YOU TO INTERACT WITH DECENTRALIZED PROTOCOLS, BUT WE DO NOT HAVE CUSTODY, POSSESSION, OR CONTROL OVER YOUR DIGITAL ASSETS AT ANY TIME. ALL TRANSACTIONS ARE EXECUTED DIRECTLY ON THE BLOCKCHAIN BY YOU, FROM YOUR SELF-CUSTODIAL WALLET. WE ARE NOT A BANK, BROKER, OR FINANCIAL INSTITUTION AND DO NOT OFFER CUSTODIAL SERVICES. Integration with Privy.io The Services integrate a wallet infrastructure solution provided by Privy.io ("Privy"), a third-party technology provider. When you create a new wallet or connect an existing wallet through our Services, you are directly interacting with the software and systems provided by Privy. Your relationship with your wallet, including its creation, access, and security, is subject to Privy's own terms of service and privacy policy. The architecture provided by Privy is self-custodial, meaning that neither Privy nor the Company stores or has access to your complete wallet credentials, private keys, or the digital assets held within your wallet. This non-custodial model is fundamental to the design of the Services. User's Sole and Absolute Responsibility for Wallet Security As a consequence of this non-custodial architecture, the security of your wallet is entirely your responsibility. The terms governing our integration with Privy require us to delegate the responsibility for user education and security practices to you, the end-user. Therefore, you acknowledge, understand, and agree to the following: You are solely and entirely responsible for maintaining the confidentiality and security of your wallet credentials, which may include passwords, private keys, secret recovery phrases, and any other authentication information ("Credentials"). You must take all necessary precautions to secure your Credentials, including using strong, unique passwords, enabling two-factor authentication where available, and storing recovery phrases in a secure, offline location. A STARK WARNING: THE LOSS OF YOUR CREDENTIALS WILL RESULT IN THE PERMANENT AND IRREVERSIBLE LOSS OF ACCESS TO YOUR DIGITAL ASSETS. DUE TO THE NON-CUSTODIAL NATURE OF THE SERVICES, NEITHER THE COMPANY NOR PRIVY CAN RECOVER YOUR CREDENTIALS OR RESTORE ACCESS TO YOUR ASSETS. WE HOLD NO BACKUPS AND HAVE NO ABILITY TO ASSIST YOU IN THIS EVENT. Reliance on External and Third-Party Data The copy trading functionality of the Services relies on data sourced from public blockchains and potentially other third-party data providers. The Company does not generate this data and does not guarantee its accuracy, completeness, timeliness, or availability. You acknowledge that you are using this third-party data at your own risk and that the Company is not responsible for any losses or damages that may arise from reliance on such data. V. Comprehensive Risk Disclosures Your use of the Services involves a high degree of financial risk. The markets for digital assets are highly volatile and unpredictable. Before using the Services, you must carefully consider your financial situation and risk tolerance. In compliance with Panamanian consumer protection laws, specifically Law 45 of 2007, which grants consumers the right to be fully informed about the characteristics and risks of products and services, we provide the following detailed, non-exhaustive list of risks. General Market and Digital Asset Risks Extreme Volatility: The price of digital assets, including those commonly referred to as "memecoins," can fluctuate dramatically in short periods. It is possible to lose your entire investment. Liquidity Risk: Some digital assets may have low trading volume, making it difficult or impossible to sell them at your desired price, or at all. Market Manipulation: The digital asset markets can be susceptible to manipulation, including "pump and dump" schemes, which can artificially inflate prices before a sudden collapse. No Intrinsic Value: Many digital assets are not backed by any physical asset, government, or central authority. Their value is derived purely from market sentiment and speculation. Specific Risks of Memecoin Trading Speculative Nature: Memecoins are a highly speculative subset of digital assets. Their value is often driven by social media trends, endorsements by online personalities, and community sentiment rather than any underlying technology, utility, or business model. High Risk of Fraud and Scams: The memecoin space is particularly vulnerable to fraudulent activities, such as "rug pulls," where developers abandon a project after attracting investor funds, causing the asset's value to drop to zero. Lack of Information: Many memecoin projects lack transparency, providing little to no information about their development team, technical specifications, or long-term viability. Specific Risks of Copy Trading Past Performance is Not Indicative of Future Results: The historical performance of a wallet you choose to copy is not a guarantee or indicator of its future performance. A previously profitable trader can incur significant losses. Sole Responsibility: You are solely responsible for selecting the wallets you wish to copy, setting your own risk parameters, and actively monitoring the performance of your account. The Company does not vet, endorse, or provide any recommendation regarding any wallet available to be copied. The feature is an automated tool provided for informational purposes only. Potential for Rapid Losses: Automated copy trading can execute trades rapidly. If the copied wallet engages in a losing strategy, your account can suffer substantial and swift losses. Technology and Security Risks Smart Contract Risk: The Services interact with smart contracts on various blockchains. These smart contracts may contain bugs, vulnerabilities, or exploits that could result in the total loss of your funds. Blockchain Network Risk: The underlying blockchain networks may experience failures, forks, reorganizations, or other disruptions that could negatively impact your transactions and the value of your assets. Personal Security Failures: You are at risk of losing your assets due to your own security failures, such as falling victim to phishing attacks, installing malware on your devices, or having your Credentials compromised. Third-Party and Regulatory Risks Third-Party Provider Risk: The Services depend on the continued operation and security of third-party providers, including Privy. Any failure, compromise, or discontinuation of these third-party services could disrupt your access and use of the platform. Regulatory Uncertainty: The legal and regulatory landscape for digital assets in Panama and globally is evolving and uncertain. Future laws or regulations could restrict the use of the Services, alter the tax treatment of digital assets, or otherwise negatively impact their value and legality. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE, ACCEPT, AND ASSUME ALL OF THESE RISKS AND ANY OTHER RISKS NOT SPECIFICALLY MENTIONED HEREIN. VI. Disclaimers, Limitation of Liability, and Indemnification This section outlines the legal limitations on the Company's liability, forming a critical tripartite defense structure designed to protect the platform. Disclaimer of Warranties THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT THE INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. WE MAKE NO GUARANTEES OF PROFIT OR FREEDOM FROM LOSS. ANY USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE REPUBLIC OF PANAMA, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: YOUR USE OR INABILITY TO USE THE SERVICES; ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR WALLET OR DATA; LOSSES RESULTING FROM MARKET VOLATILITY, USER ERROR, PERSONAL SECURITY BREACHES, OR THE FAILURE OF THIRD-PARTY SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNT OF FEES, IF ANY, PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00 USD). This limitation of liability is a fundamental element of the bargain between you and the Company and is modeled after industry-standard protective clauses. Indemnification You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, disputes, demands, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Services; (ii) your violation of any provision of these Terms; (iii) your violation of any applicable law, rule, or regulation; or (iv) your violation of the rights of any third party. VII. Governing Law and Dispute Resolution Governing Law These Terms, and any Dispute arising therefrom, shall be governed by and construed in accordance with the laws of the Republic of Panama, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Republic of Panama. This choice of jurisdiction provides a stable and business-friendly legal framework for the resolution of any potential conflicts. Dispute Resolution As stated in the BINDING ARBITRATION AND CLASS ACTION WAIVER NOTICE, arbitration is the exclusive remedy for all Disputes. The arbitration process shall be administered as follows: Arbitration Administrator: The arbitration shall be administered by the Center for Conciliation and Arbitration of Panama (Centro de Conciliación y Arbitraje de Panamá - CeCAP), in accordance with its rules of procedure in effect at the time the arbitration is initiated. Number of Arbitrators: The arbitration shall be conducted by a single, neutral arbitrator. Seat of Arbitration: The legal place, or seat, of the arbitration shall be Panama City, Republic of Panama. This selection establishes a significant logistical and cost barrier for potential foreign claimants, discouraging frivolous or low-value claims. Language: The language of the arbitration shall be English. Confidentiality: The parties agree that the arbitration proceedings, including any rulings, decisions, or awards, shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the other party, except as required by law. VIII. General Provisions Entire Agreement These Terms, together with the Privacy Policy incorporated herein by reference, constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the Services.