Terms of Service

1. Scope

These terms, together with the Privacy Policy and the Risk Disclosure, which are incorporated into and form part of these terms, govern your use of the Parchment website at parchment.trade and the associated tools and services. Collectively, the website and the associated tools and services are referred to as the “Services” in these terms.

Parchment operates the Services. In these terms, Parchment and its affiliates are also referred to as “we” or “us.”

You accept these terms by connecting a wallet to the Services. If you do not agree to these terms, do not connect a wallet or otherwise use the Services.

The Services connect to functionality performed by smart contracts on the Sui blockchain (the “Parchment protocol”). That on-chain functionality is not part of the Services. Parchment is not responsible for any transaction using it and disclaims all liability for such transactions, which may include:

• leveraged long and short perpetual positions on crypto assets, commodities and US stocks, settled against an oracle price;
• trading accounts that hold USDC collateral, with a house pool as the counterparty to every position;
• the payout queue that pays profits when the house pool is short;
• the PARCHMENT token, its minting, locking and vesting, and PARCHMENT staking;
• game features such as XP, quests, crates, achievements and cosmetics;
• referral and builder codes and the fees credited through them; and
• trading delegates (session keys) registered by your wallet for one-click trading.

The Services include off-chain tools that help you use the Parchment protocol, such as the public API, the keepers that fill orders and liquidate positions, gas sponsorship for one-click trades, and the service that executes stop-loss and take-profit triggers. These tools are provided on a best-effort basis and may be unavailable, delayed, limited or discontinued at any time.

The Services may link to, connect to, or use third-party services, such as Sui wallets, the Sui network and its full nodes, oracle price providers and swap routers. Those services have their own terms, which apply to your use of them. Parchment is not responsible for any transaction on a third-party service and disclaims all liability for such transactions.

No information in the Services is a recommendation, solicitation or offer to buy or sell any securities, derivatives, options or other financial instruments or other assets, or to provide any investment advice or service. The information in the Services has been prepared without reference to anyone's investment requirements or financial situation.

These terms include important provisions governing your use of the Services, including your right to use the Services, actions you are prohibited from taking, disclaimers regarding liability, and your waiver of the right to bring a suit in a court of law and to a jury trial. Before using the Services, make sure that you read and understand all of these terms, the Privacy Policy and the Risk Disclosure.

2. Important Terms

These terms include especially important provisions that affect your rights and responsibilities, such as the disclaimers in Disclaimers, the limits on Parchment's legal liability to you in Limits on Liability / Indemnification, your agreement to reimburse Parchment for problems caused by your misuse of the Services in Your Responsibility, and an agreement about how to resolve disputes in Disputes.

Using the Services may require that you pay fees, such as trading and execution fees charged by the Parchment protocol, fees owed to the holder of a builder code you trade with, and gas charges on the Sui network to perform a transaction. You acknowledge that Parchment has no control over gas charges or the processing of transactions on the Sui network. You must keep a sufficient balance of the applicable tokens in your wallet to complete any transaction before you start it. Gas sponsorship for one-click trades, where offered, is discretionary and limited, and may end at any time.

3. Your Permission to Use the Services

Subject to these terms, Parchment gives you permission to use the Services. You can't transfer your permission to anyone else. Others need to agree to these terms for themselves to use the Services.

4. Conditions for Use of the Services

Your permission to use the Services is subject to the following conditions:

• You must be at least eighteen years old.
• You may no longer use the Services if Parchment tells you that you may not.
• You must follow Acceptable Use and Content Standards.

5. Acceptable Use

• You may not break the law using the Services. If we determine that you have broken the law, we may revoke your access.
• Transactions involving crypto assets and leveraged derivatives may be regulated, restricted or prohibited in some jurisdictions. You bear independent responsibility to research the laws of your jurisdiction regarding any activity you propose to take, and you may not use the Services where doing so would be unlawful. The availability of the Services in your location is not a statement by us or anyone else that using them is legal there.
• You may not use or try to use anyone else's wallet, account or session key on the Services without their specific permission.
• You may not buy, sell, or otherwise trade referral codes, builder codes or other unique identifiers on the Services, except as the Parchment protocol allows.
• You may not send advertisements, chain letters, or other solicitations through the Services, or use the Services to gather addresses for distribution lists.
• You may not falsely imply that you're affiliated with or endorsed by Parchment.
• You may not remove any marks showing proprietary ownership from materials you download from the Services.
• You may not disable, avoid, or circumvent any security or access restrictions of the Services.
• You may not strain the infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on the systems Parchment uses to provide the Services, including the API, the keepers and gas sponsorship.
• You may not manipulate or attempt to manipulate prices, oracle updates, fills, liquidations, referral or builder rewards, PARCHMENT mints, game rewards or leaderboards, including by wash trading, self-dealing or exploiting a bug in the Services or the Parchment protocol.
• You may not impersonate others through the Services.
• You may not encourage or help anyone in violation of these terms.
• You represent that you are not a resident, national, or agent of the Crimea region, Cuba, Iran, North Korea, Syria, or any other country or region to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions.
• You represent that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State, and that you will not use the Services to conduct any illegal or illicit activity.
• You represent that you have not been placed on any of the following lists: European External Action Service Consolidated Financial Sanctions List; EU Terrorist List; FATF Non-Cooperative Countries and Territories; Federal Bureau of Investigation Most Wanted Terrorists & Seeking Information; Bank of England Sanctions List; HM Treasury Sanctions List; Politically Exposed Persons List; World Bank Ineligible Firms; Department of Foreign Affairs and Trade Consolidated List.

6. Content Standards

• You may not engage in conduct or submit content to the Services that is illegal, offensive, or otherwise harmful to others. This includes conduct or content that is harassing, inappropriate, or abusive.
• You may not engage in conduct or submit content to the Services that violates the law, infringes anyone's intellectual property rights, violates anyone's privacy, or breaches agreements you have with others.
• You may not submit content to the Services containing malicious computer code, such as computer viruses or spyware.
• You may not submit content, such as a builder code, as a mere placeholder to hold a particular name or other unique identifier.
• You may not use the Services to disclose information from or about others that you don't have the right to disclose.

7. Enforcement

• Parchment may investigate and prosecute violations of these terms to the fullest legal extent. Parchment may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these terms.
• Parchment reserves the right to change, hide, or remove content on the Services for any reason. If you believe someone has submitted content to the Services in violation of these terms, contact Parchment immediately. See Contact.
• Parchment may, at any time and in its sole discretion, refuse to build, sponsor, relay or execute any transaction submitted via the Services, impose limits, or impose any other conditions or restrictions on your use of the Services, without prior notice. Parchment may also make the Services unavailable at any time, in its sole discretion. Actions taken directly on the Parchment protocol are governed by its smart contracts, not by the Services.

8. Your Content

• Parchment is not obligated to review or edit any user-submitted content on the Services.
• Nothing in these terms gives Parchment any ownership rights in content or intellectual property that you share with the Services. Nothing in these terms gives you any ownership rights in Parchment's content or intellectual property, either. Unless otherwise noted, Parchment owns the intellectual property of the Services and all content it has posted.
• Between you and Parchment, you remain solely responsible for content you submit to the Services. You agree not to wrongly imply that content you submit is from, sponsored by, or approved by Parchment. These terms do not obligate Parchment to store, maintain, or provide copies of content you submit.
• Content you submit to the Services belongs to you, and you decide how to license it to others. But at a minimum, you license Parchment to provide content that you submit to the Services to other users of the Services. That license allows Parchment to copy, publish, and analyze content you submit to the Services.
• When content you submit is removed from the Services, whether by you or by Parchment, Parchment's license ends when the last copy disappears from Parchment's backups, caches, and other systems. Content recorded on the Sui blockchain cannot be removed and remains public.
• Others who receive content you submit to the Services may violate the terms on which you license your content. You agree that Parchment will not be liable to you for those violations or their consequences.

9. Our Content

• Unless otherwise stated, Parchment and/or its licensors own the intellectual property rights for all material in the Services. All intellectual property rights are reserved.
• You may view and/or print content in the Services for your own personal use, subject to the restrictions in these terms.
• You may not republish, sell, rent, sub-license, reproduce, duplicate, or copy content from the Services.
• You may not redistribute content from the Services unless such content is specifically designated for redistribution, such as share cards you generate.

10. Your Responsibility

You agree to reimburse Parchment for all the costs of legal claims by others related to your breach of these terms, or breach of these terms by others using your wallet or session keys. Both you and Parchment agree to notify the other side of any legal claims you might have to reimburse Parchment for as soon as possible. If Parchment fails to notify you of a legal claim promptly, you won't have to reimburse Parchment for costs that you could have defended against or lessened with prompt notice. You agree to allow Parchment to take over investigation, defense, and settlement of legal claims you would have to reimburse Parchment for, and to cooperate with those efforts. Parchment agrees not to enter any settlement that admits you were at fault or requires you to do anything without your permission.

11. Disclaimers

• You accept all risk of using the Services and their content. As far as the law allows, Parchment provides the Services and their content “as is,” without any warranty whatsoever. Parchment expressly disclaims, and you expressly waive, any representations, conditions or warranties of any kind, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights.
• Trading leveraged perpetual positions is highly risky and you can lose your whole margin quickly. You confirm that you have read the Risk Disclosure and accept all risk associated with your use of the Services, including all risk associated with your crypto asset holdings and transfers. Parchment is not responsible or liable for any loss, harm, or damage of any kind related to or arising from your use of the Services, or from disclosure or misuse of your wallet's private key or a session key, even if such loss may be attributed to an error or “bug” in the Services.
• Prices, fills, liquidations, settlements and payouts are determined by the Parchment protocol's smart contracts and oracle prices, not by Parchment. Profits are paid from the house pool and may be delayed in the payout queue when the pool is short. Orders, stop-loss and take-profit triggers, gas sponsorship and one-click trading depend on off-chain services that may be delayed, unavailable or fail.
• We do not warrant that the Services will be compatible with your device, browser or wallet. You may not use a modified device to use the Services if the modification is contrary to the manufacturer's software or hardware guidelines, including disabling hardware or software controls (sometimes referred to as “jailbreaking”).
• At any time, your access to your tokens or other crypto assets may be suspended or delayed, including by a pause of the Parchment protocol or a market, which may result in your positions or assets losing value or you being unable to complete a transaction.
• You accept all risks associated with the use of the Services to conduct crypto asset transactions, including, but not limited to, the failure of hardware, software, internet connections, and failures related to the Sui network.
• The Services may be suspended or terminated for any or no reason, which may limit your access to your crypto assets through the Services.
• The Services may hyperlink to and integrate websites and services run by others. Parchment does not make any warranty about services run by others, or content they may provide. Use of services run by others may be governed by other terms between you and the one running the service.
• You agree that you understand the inherent risks associated with cryptographic systems, including hacking risks and future technological development.
• You agree that you understand the usage and intricacies of native cryptographic tokens. With regard to any tokens held in a wallet in your custody, you alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to your wallet and the assets it controls. A session key for one-click trading is held in your browser; anyone who controls that browser can use it to trade (but not withdraw) on your account until it is turned off (revoked); a session key created before November 4, 2026 may instead end on a set date unless it is extended.
• No information in the Services is a recommendation, solicitation or offer to buy or sell any securities, derivatives, options or other financial instruments or other assets, or to provide any investment advice or service. Parchment and its affiliates are not liable or responsible for any information provided by third parties, including oracle prices. The information in the Services has been prepared without reference to anyone's investment requirements or financial situation.
• The information and services provided on the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Parchment is not authorized to provide such information or services.
• You acknowledge that you are not relying on Parchment or any of its affiliates, officers, directors, partners, agents or employees in making an investment or trading decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. Parchment does not endorse any investment and is not responsible for any transaction you enter into, including with the house pool or other users. You agree that Parchment and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interaction between you and other users.
• It is your responsibility to determine what taxes, if any, apply to the transactions you complete through the Services, and to report and remit the appropriate tax to the relevant taxing authorities. Parchment is not responsible for determining whether taxes apply to your transactions.

12. Limits on Liability / Indemnification

As far as the law allows, neither you nor Parchment will be liable to the other for any: (1) financial losses; (2) loss of use, data, business or profits; or (3) indirect, special, consequential, exemplary, punitive, or any other damages arising out of or relating to the Services or these terms.

Both you and Parchment acknowledge that the limitations of liability in this section are material provisions of these terms, and that absent those limitations of liability, one or both of the parties would have declined to enter into these terms on the economic and other terms stated in them.

To the extent not expressly prohibited by law, both you and Parchment knowingly, voluntarily, intentionally, permanently, and irrevocably:

1. AGREE that the rights and obligations of both you and Parchment that arise out of or relate to the Services, or any transaction or relationship resulting from the Services or these terms, are to be defined solely under the law of contract in accordance with the express provisions of these terms; and
2. WAIVE any such obligations allegedly owed by you or Parchment that are not expressly stated in these terms, whether those obligations are alleged to arise in (for example) quasi-contract; quantum meruit; unjust enrichment; promissory estoppel; tort; strict liability; by law (including for example any constitution, statute, or regulation); or otherwise.

You and Parchment specifically agree that each limitation of liability in this section applies:

1. to both you and Parchment, and to the affiliates, agents, and associated individuals of both you and Parchment;
2. to all claims for damages or other monetary relief, whether alleged to arise in contract, tort (including for example negligence, gross negligence, or willful misconduct), or otherwise;
3. regardless of whether the damages are alleged to arise in contract, negligence, gross negligence, other tort, willful misconduct, or otherwise;
4. even if the allegedly liable party was advised, knew, or had reason to know of the possibility of excluded damages and/or of damages in excess of the relevant damages cap, if any; and
5. even if one or more limited remedies fail of their respective essential purposes.

Except as expressly stated otherwise in these terms, the cumulative total liability of both you and Parchment, for any and all breaches of these terms, is not to exceed one hundred US dollars (USD 100.00) or the amount paid by you to Parchment as fees for the use of the Services, whichever is smaller.

Both you and Parchment expressly agree not to seek damages in excess of any applicable limitation of liability stated in these terms.

Both you and Parchment acknowledge that some jurisdictions might not permit limitation or exclusion of remedies under some circumstances, in which case some or all of the limitations of liability stated in this section might not apply; this sentence, though, is not to be taken as a concession that any particular limitation or exclusion should not apply.

You agree to defend, indemnify and hold harmless Parchment, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these terms or your use of the Services.

13. Termination

• Either you or Parchment may end this agreement at any time. When this agreement ends, your permission to use the Services also ends. Your positions and balances on the Parchment protocol remain governed by its smart contracts.
• If you violate any provision of this agreement for any reason, this agreement will automatically terminate and you must stop using the Services.
• The following sections continue after this agreement ends: Your Content, Your Responsibility, Disclaimers, Limits on Liability / Indemnification, Disputes and General Terms.

14. Disputes

• All disputes related to the Services under these terms will be resolved by arbitration. The arbitration will be in English, heard by one arbitrator, and conducted by JAMS under its JAMS International Arbitration Rules (the “JAMS Rules”), except as modified by these terms. The arbitrator's award will be final and enforceable in any court of competent jurisdiction. The arbitration will be conducted remotely to the extent permitted by the JAMS Rules.
• As a limited exception to the requirement for arbitration, both sides retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
• Both sides waive their rights to trial by jury, and agree to bring any legal claims related to this agreement as individuals, not as part of a class action or other representative proceeding.

15. General Terms

• If a section of these terms is unenforceable as written, but could be changed to make it enforceable, that section should be changed to the minimum extent necessary to make it enforceable. Otherwise, that section should be removed, and the others should be enforced as written.
• You may not assign this agreement. Parchment may assign this agreement to any affiliate of Parchment, any other company that obtains control of Parchment, or any other company that buys assets of Parchment related to the Services. Any attempt to assign against these terms has no legal effect.
• Neither the exercise of any right under this agreement, nor waiver of any breach of this agreement, waives any other breach of this agreement.
• These terms, together with the Privacy Policy and the Risk Disclosure, are all the terms of agreement between you and Parchment about use of the Services. This agreement entirely replaces any other agreements about your use of the Services, written or not.

16. Contact

• You may notify Parchment under these terms, and send questions to Parchment, by email at parchment-trade@protonmail.com. You can also reach Parchment on X (@tradeparchment).
• The Services do not ask for your email address; Parchment only receives it if you email Parchment. Parchment may notify you under these terms by posting a message on the Services.

17. Changes

• Parchment may update these terms. Parchment will post all updates on the Services and change the “Last updated” date above, and may also announce updates with messages or alerts on the Services.
• Once you get notice of an update to these terms, you must agree to the new terms in order to keep using the Services. Connecting a wallet or continuing to use the Services after an update means you accept it.