Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Prospr platform, website, and related services (the “Services”) provided by Prospr (“Company,” “we,” or “us”). By accessing the Services you (“User” or “you”) agree to be bound by these Terms, together with our Privacy Policy, Risk Disclosure, and any additional terms we provide for a particular feature. If you do not agree, you must not use the Services.

Read these Terms carefully. They contain important information about your rights and obligations, including limitations of liability and a clause governing how disputes are resolved.

1. Status of the Services

• 1.1. Pre-launch. Prospr is pre-launch. The publicly accessible product is a demonstration. Balances, trades, and performance figures shown in it are simulated. Using the demonstration is not an offer of exchange, custody, or investment services, and it does not create any account, balance, allocation, or entitlement in any market.
• 1.2. Non-custodial design. The product being built is a non-custodial interface. You connect a wallet you already control. Prospr does not hold your private keys, does not take title to your assets, and cannot move assets out of your wallet on your behalf. Orders are intended to execute on a third-party venue. Where a fiat on-ramp or off-ramp is offered, it is intended to be provided by a licensed partner.
• 1.3. Features may change. Which features are available, in which markets, and on what terms is subject to change. Nothing in these Terms is a commitment that any particular feature will launch, or will launch in the form described.

2. Eligibility, Access, and Your Wallet

• 2.1. Eligibility. You must be at least 18 years old, or the age of majority in your jurisdiction, and have full legal capacity to enter into a binding contract. You must not be a person barred from using the Services under any applicable law, including through sanctions or other regulatory restriction. By using the Services you represent that you meet these requirements, and we may ask you to evidence that at any time.
• 2.2. Wallet connection. Connecting an external wallet is the entry action for the live product. Any session record we keep is keyed to that wallet. You are responsible for the security of the wallet itself and for everything done while it is connected, including orders placed under a permission you granted. If you believe your wallet or your session is compromised, disconnect and notify us.
• 2.3. Identity checks. Where identity or source-of-funds checks apply, we will tell you before the relevant path opens. Checks on a fiat leg are intended to be completed by the licensed partner handling that leg. What is required for on-chain-only activity depends on the market, and the current position for a market is published on our regulatory pages. Where a required check is not completed, the relevant path may stay closed or a session may be ended.
• 2.4. No shared or substitute access. Do not share a connected session or allow another person to trade through it. Do not use additional wallets to evade a restriction, a reward rule, or a geographic block.
• 2.5. No circumvention. You must not use a VPN, proxy, Tor, false information, or any other method to obscure your location or identity in order to access the Services from a market where they are not offered, or to reverse a restriction we have applied. Attempting to do so is a breach of these Terms and may result in loss of access and of any associated benefits.
• 2.6. Institutional access. If access is sought by a company or other entity, it may be subject to separate onboarding and supplemental terms. Where supplemental terms conflict with these Terms, the supplemental terms prevail for that relationship.

3. Acceptable Use

• 3.1. Lawful use. Use the Services only for their intended purpose and in compliance with applicable law. You must not use them to break any law, court order, or contractual duty; to infringe anyone's rights; or to interfere with the integrity or performance of the platform. Prohibited conduct includes money laundering and terrorist financing, market manipulation such as wash trading or coordinated price manipulation, unauthorised access attempts, unapproved automated scraping, and transmitting malicious code.
• 3.2. Platform integrity. Do not attempt to circumvent security or authentication controls, probe the platform for vulnerabilities outside our disclosure process, or overload it with excessive automated requests. Conduct of this kind may be reported to the appropriate authorities.
• 3.3. Conduct. Behave lawfully and respectfully in any community feature or support channel. Harassment, hate speech, threats, and impersonation of Prospr staff or other users are prohibited. We may moderate or remove content that breaches these standards.
• 3.4. Third parties. The Services are designed to connect your wallet and route orders to a third-party venue, and any fiat leg is intended to be handled by a licensed partner. You must also comply with those third parties' terms. We are not responsible for their performance, solvency, rules, or errors, and a partner's licence is not ours. Prospr does not hold your keys and cannot reverse an on-chain transfer you approve.
• 3.5. Availability and maintenance. We aim to keep the Services available, but we may suspend or limit them for maintenance, upgrades, or in response to security, stability, or legal circumstances. We will give notice of planned maintenance where practical, and may act without notice in urgent cases. Downtime is an inherent risk of online services and of the third-party infrastructure the Services depend on.

4. Fees and Paid Features

• 4.1. Fees are disclosed before they apply. Prospr may offer free and paid features. Pricing for the live product is not final and is not published on this page. Any fee that applies to you — whether a subscription, a performance-based charge, or a transaction fee — will be disclosed in the product before you incur it. By using a feature that carries a disclosed fee, you agree to pay it.
• 4.2. Third-party costs. Network fees, venue fees, spreads, funding costs, and partner charges on a fiat leg are set by those parties, are payable by you, and are not Prospr fees. Where we display an estimate of a third-party cost, it is an estimate.
• 4.3. Changes. Fees may change and new fees may be introduced for new features. Changes are not applied retrospectively to a period already paid for.
• 4.4. Payment. Where a fee is payable through a payment method or a settlement instruction you provide, you authorise us and our payment providers to collect it. If collection fails, access to the paid feature may be suspended.
• 4.5. Cancellation and refunds. Where a recurring paid plan is offered, you may cancel at any time and will retain access until the end of the period already paid for. Amounts already paid are non-refundable except where required by law or where we state otherwise in writing, and partial periods are not refunded. Where local consumer law gives you a cancellation or refund right, that right applies and these Terms do not seek to remove it.
• 4.6. Disputed payments. If you believe a charge is wrong, contact us first. Initiating a chargeback for a charge that was authorised and correctly applied may result in loss of access and recovery action.

5. Risk Acknowledgment and Disclaimers

• 5.1. General market risk. Trading digital assets involves a high degree of risk. Markets are volatile and can move sharply and without warning. You accept all risk associated with your activity, including the possibility of losing some or all of your capital. Past performance does not predict future results. You agree not to hold Prospr responsible for market losses.
• 5.2. Self-custody. Because Prospr does not hold your keys, you are responsible for your wallet. A lost seed phrase, a signature you did not intend, or a transfer to the wrong address or network is generally irreversible, and Prospr cannot recover it.
• 5.3. Trading permission. Where the interface relies on a permission you grant at connection so routine orders do not prompt your wallet each time, that permission stays in force until revoked. It is intended to be scoped to trading, not to moving assets out of your wallet. Its scope, duration, and revocation path will be shown before you grant it, and you are responsible for revoking it when you no longer want it in place.
• 5.4. Venue and counterparty risk. Assets or positions held with a third-party venue can be lost, frozen, or made untradeable if that venue fails, is exploited, becomes insolvent, or changes its rules. The same applies to any fiat or banking partner. Prospr is not your custodian and does not underwrite these parties.
• 5.5. Leveraged and derivative products. Where such products are available on a venue the interface routes to, leverage magnifies losses, positions can be liquidated automatically and without notice, and losses can exceed the collateral posted. The venue's own rules govern margin, liquidation, and any shortfall, and you are responsible for reading them. Availability of these products varies by market and may be restricted or withdrawn.
• 5.6. Technical risk. Software, connectivity, data feeds, and third-party systems can fail. Outages, defects, latency, stale data, and misconfiguration can cause orders to fail, to execute unexpectedly, or to execute at a price you did not intend. Where an error is genuinely within our control we will try to correct it; we do not compensate for market losses or for risks inherent to a strategy or venue.
• 5.7. Automated and managed products. Automated strategies and any pooled or managed product are not part of the initial launch. If offered later, they carry their own risks, including model failure, limited control over individual trades, limited transparency, and restricted entry or exit windows, and they will be subject to whatever additional terms and eligibility conditions apply at the time.
• 5.8. No investment advice. Everything provided through the Services — market data, analysis, signals, AI output, dashboards, and communications from our team — is informational only. Prospr is not a registered investment adviser, broker-dealer, or financial planner, and nothing in the Services is personal financial advice or a recommendation. You are solely responsible for evaluating any decision you make. If you need advice for your situation, consult a licensed adviser.
• 5.9. Not a fiduciary. Prospr provides technology. Using it does not make us your broker, agent, adviser, or trustee, and does not create a fiduciary relationship.
• 5.10. No guarantee of results. Projections, backtests, historical figures, and illustrations are exactly that. They are not a guarantee, a target, or a representation of typical results, and your outcome may be materially worse.
• 5.11. No insurance. Assets in your wallet, and positions held at a third-party venue, are not insured by any government agency and are generally not covered by deposit-protection or investor-compensation schemes. Do not commit funds you cannot afford to lose.

Fuller detail is in the Risk Disclosure, which forms part of these Terms.

6. No Warranties

The Services are provided on an “as is” and “as available” basis, without representation or warranty of any kind, express, implied, or statutory. To the maximum extent permitted by law we disclaim implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that:

• the Services will be uninterrupted, timely, secure, or error-free;
• any result obtained through the Services will be effective, reliable, or meet your expectations;
• defects will be corrected within any particular timeframe.

Market data, pricing, and analytics may come from third parties or be derived algorithmically. We do not warrant their accuracy, completeness, or continuous availability, and reliance on them is at your own risk. Any software you download is used at your discretion and at your own risk.

Some jurisdictions do not permit the exclusion of certain warranties. Where that is the case, the exclusions above apply only to the extent permitted, and any implied warranty is limited to the minimum scope and duration the law allows.

7. Limitation of Liability

To the fullest extent permitted by law, neither Prospr nor its affiliates, nor their respective officers, directors, employees, or agents, will be liable for:

• any indirect, special, incidental, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of or inability to use the Services, even if we were advised such damages were possible; or
• any loss or damage arising from: (a) your reliance on the accuracy or completeness of any information, or from any dealing between you and a third party such as a venue, wallet provider, or bank; (b) any change to, interruption of, or discontinuation of the Services; (c) loss or corruption of data, or failed or mis-executed transactions; (d) your failure to keep your wallet, keys, credentials, or session secure; or (e) unauthorised access to your data, except where caused by our gross negligence or wilful misconduct.

Where the law does not permit exclusion of liability for consequential or incidental damages, our liability is limited to the minimum extent permitted.

Cap on liability. To the extent liability is not lawfully excluded, our total aggregate liability to you for all claims relating to the Services or these Terms is limited to the amount of fees you paid to Prospr in the twelve months immediately preceding the event giving rise to the claim. If you have paid no fees, our total liability will not exceed USD 100 or its local equivalent. This limit applies regardless of the legal basis of the claim and even if a remedy in these Terms is found to have failed of its essential purpose.

8. Indemnification

You agree to indemnify and hold harmless Prospr, its affiliates, and their respective officers, directors, employees, and agents from any claim, loss, liability, damage, expense, or cost (including reasonable legal fees) arising out of or related to:

• your breach of these Terms or of any applicable law or regulation;
• your misuse of the Services or infringement of a third party's rights;
• any dispute between you and a third party arising from your use of the Services;
• any content you submit that harms a third party or breaches the law.

We may, at our own expense, assume exclusive defence and control of any matter otherwise subject to indemnification by you, and you agree to cooperate. You must not settle any claim in a way that binds Prospr or creates an obligation for us without our prior written consent. These obligations survive termination.

9. Intellectual Property

• 9.1. Ownership. All content, software, technology, and intellectual property in the Services is owned by Prospr or its licensors and protected by copyright, trademark, patent, trade secret, and other laws. This includes the Prospr brand and logo, the design of the applications, our models and strategy logic, the compilation of content, and supporting documentation. Using the Services grants you no ownership in any of it.
• 9.2. Your licence. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal or internal business use. You may not resell or commercialise the Services on behalf of a third party except under a separate written agreement with us.
• 9.3. Restrictions. You must not copy, reproduce, modify, create derivative works from, publicly display, republish, or distribute content from the Services without our prior written consent, except as expressly permitted by law; reverse engineer, decompile, or disassemble the platform or its underlying software, except to the limited extent the law allows and after notifying us; remove or obscure proprietary notices; or use our name or marks in metadata or hidden text without written consent.
• 9.4. Feedback and user content. Feedback you give us about the Services is not confidential, and you grant us a worldwide, perpetual, irrevocable, sublicensable licence to use and incorporate it without compensation. Where you post content in a feature that allows contributions, you keep ownership but grant us a licence to use, display, and distribute it as needed to operate the Services. Do not post content that infringes anyone's rights or that you want to keep private.
• 9.5. Third-party rights. If you believe content on the platform infringes your rights, contact us with details so we can investigate and remove it where appropriate. We may terminate access for repeat infringers.

10. Suspension and Termination

• 10.1. Ending your use. You may stop using the Services at any time. On a non-custodial path, disconnecting your wallet ends the session; your assets remain in your wallet. Revoking any trading permission you granted is a separate step you should take if you want that permission ended. Where you hold a Prospr account record, you may ask us to close it, and we may verify your identity first. Closure does not discharge obligations already incurred.
• 10.2. Suspension or termination by us. We may suspend, restrict, or terminate access to any or all of the Services, with or without notice, where we reasonably believe that: you have breached these Terms or a related policy; you are involved in fraudulent or unlawful activity, or are connected to a sanctioned or blocked person or entity; you have given false or misleading information, or declined a check we require; your use is causing harm or unacceptable risk; or we are required to act by law, regulation, court order, or regulatory request. We will generally try to raise an issue with you first, but may not be able to in urgent or legally constrained cases.
• 10.3. Effect. On termination your right to access the Services ends immediately. Assets in your own wallet are unaffected and remain yours; you should close or transfer any position held at a third-party venue, subject to that venue's rules. Where you hold a balance with a partner service, that partner's terms govern its return. Provisions that by their nature should survive — including indemnification, limitation of liability, and dispute resolution — continue to apply.
• 10.4. Right to refuse service. We may decline to provide the Services, or particular features, for any lawful reason, in particular where providing them would breach a regulatory requirement or expose us to unacceptable risk. We do not discriminate on the basis of protected characteristics.

11. Governing Law and Dispute Resolution

• 11.1. Governing law. These Terms, and any dispute or claim arising out of or in connection with them or the Services, are governed by the laws of the jurisdiction of incorporation of the Prospr entity providing the relevant Service, without regard to conflict-of-laws principles. For the current corporate domicile, contact legal@prospr.co. You may retain consumer-protection rights under the law of your country of residence that cannot be waived, and nothing here seeks to override them.
• 11.2. Arbitration. Where arbitration is enforceable and not prohibited by applicable law, you and Prospr agree that any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration rather than in court, except that either party may bring a qualifying claim in small claims court. If you are a consumer in a jurisdiction that does not permit mandatory arbitration of consumer disputes, this clause does not apply to you.
  • Rules. Arbitration will be conducted in English by a reputable arbitration provider under consumer or commercial rules appropriate to the claim, and that provider's fee rules apply, including any consumer fee protections they contain.
  • Location. Hearings may be held at a mutually agreed location, or failing agreement at a location determined by the arbitrator, and may be conducted by telephone or video where both parties consent.
  • No class actions. Disputes are resolved individually. The arbitrator may not consolidate claims or preside over any representative or collective proceeding. You and Prospr each waive the right to a jury trial and to participate in a class action.
  • Exceptions. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent infringement or misappropriation of intellectual property or confidential information. Threshold questions such as arbitrability may be decided by a court where the law so provides.
• 11.3. Courts. Where the arbitration clause does not apply, judicial proceedings will be brought in the courts of competent jurisdiction for the Prospr entity providing the relevant Service. Both parties consent to that venue and jurisdiction, except where local law does not permit that consent.
• 11.4. Opt-out and time limit. You may opt out of the arbitration clause by written notice to us within 30 days of first accepting these Terms, including your name, address, and the wallet or account the notice relates to. If you opt out, or where the clause is unenforceable, section 11.3 governs. To the extent permitted by law, any claim relating to the Services or these Terms must be brought within one year of the claim arising. This time limit does not apply to consumers in jurisdictions that prohibit it.

12. $PSPR Token

The token is a separate matter from access to the Services. This section applies if and when $PSPR and any features that use it exist. None of it is live today. Tokenomics, supply, vesting, and related mechanics have not been published, and nothing in these Terms describes or confirms them. Nothing on this site is an offer to sell, or a solicitation of an offer to buy, $PSPR or any other instrument in any jurisdiction.

• 12.1. Utility only. If issued, $PSPR is intended as a utility token. Holding or staking it would confer no equity, ownership, or partnership interest, no dividend or profit entitlement, no claim on the Company's assets or revenue, no creditor right, and no governance or voting right. It would not be a deposit, an investment product, or a claim against Prospr.
• 12.2. No price support. There is no buyback, reserve, peg, floor, or market-support mechanism, and none is promised. No representation is made about the current or future price of $PSPR, and no person is under any obligation to support it.
• 12.3. No yield. No yield, APY, or rate of return is quoted, promised, or implied. If staking or any other distribution is later offered, it may be zero. Any third party quoting a rate does not speak for us.
• 12.4. Features, if offered. If the product later offers a benefit for holding, staking, or using $PSPR, the terms that apply will be those shown in the product at the time. They are not fixed by these Terms, they may change, and any benefit depends on the feature being available to you in your market. Lock-ups or redemption conditions, if any, will be shown before you commit, and you accept them by proceeding.
• 12.5. Private arrangements. Anyone who acquires a right to tokens under a private agreement is bound by that agreement, including any lock or delivery terms it contains. These Terms do not vary those arrangements.
• 12.6. Availability and classification. Availability of the token and of any token-related feature depends on where you are and may be restricted or unavailable in your market, including in markets the platform itself serves. A regulator could treat $PSPR, staking, or a related feature as a regulated product, which could restrict availability or affect utility or value. You are responsible for determining whether acquiring, holding, or using the token is lawful where you are, and for any tax arising from it.
• 12.7. No commitment to issue. The token may never be issued, and related features may never launch. Any eventual design may differ from what has been discussed privately or shown in restricted materials. Public terms, when they exist, will be published separately.

13. General

• 13.1. Entire agreement. These Terms, together with the Privacy Policy, Risk Disclosure, and any feature-specific terms, are the entire agreement between you and Prospr regarding the Services and supersede any prior understanding on the same subject.
• 13.2. Amendments. We may update these Terms. Where changes are material we will give notice by email or by posting a notice on the site before they take effect, and the date at the top will be updated. Continuing to use the Services after that date means you accept the revised Terms. If you do not accept them, stop using the Services.
• 13.3. No waiver. A delay or failure to exercise a right is not a waiver of it. A waiver is effective only if given in writing by an authorised representative of Prospr.
• 13.4. Severability. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force, and the parties will replace it in good faith with a valid provision achieving as nearly as possible the original intent.
• 13.5. Assignment. You may not assign your rights or obligations without our prior written consent. We may assign or transfer these Terms as part of a reorganisation, sale of assets, merger, or similar transaction.
• 13.6. Force majeure. We are not liable for delay or failure in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, strikes, failure of telecommunications or infrastructure providers, and failure or disruption of any blockchain network or third-party venue.

Contact

Questions about these Terms, or notices required under them, can be sent to legal@prospr.co. We will respond within a reasonable time. A postal address for formal service is available on request and will be published before live Services are offered.

By using the Services you acknowledge that you have read, understood, and agreed to these Terms.