CLIFF Terms of Service

Last updated: February 23, 2026

1. Operator

CLIFF is operated by Sellout Labs, a Delaware C-corporation ("Operator", "we", "us"). By accessing or using CLIFF, you ("User", "you") agree to be bound by these Terms of Service ("Terms").

2. Nature of the Software

CLIFF is proprietary automated trading software consisting of:

• A CliffTradingAccountV2 smart contract deployed on the Arbitrum network by you. You are the sole owner. The contract holds your USDC and enables the CLIFF operator to execute trades on GMX V2 within your account.
• A CliffAccountFactory smart contract that deploys new trading accounts. Source code is verified on Arbiscan.
• An automated trading engine that executes a deterministic, rules-based strategy on GMX V2 (Arbitrum).

The trading strategy is fully algorithmic. Signal detection, position sizing, entry, exit, and risk management are governed by fixed parameters. The Operator does not exercise subjective discretion over individual trades.

CLIFF is trading software. It is not a managed investment fund, investment advisory service, or securities offering. No promise of profit is made or implied. Creating a trading account is a decision to use autonomous trading software, not to entrust funds to a portfolio manager.

3. Custody and Control

Your CliffTradingAccountV2 is a smart contract owned by you. The CLIFF operator has permission to execute trades on GMX V2 within your account, but:

• The operator cannot withdraw your funds. Only the contract owner (you) can call withdrawUSDC or withdrawETH.
• The operator cannot transfer ownership of your account.
• You can revoke operator access at any time by calling setOperator(address(0)).
• You can withdraw your funds at any time, subject only to any open positions on GMX V2.

The operator's permissions are enforced by the smart contract and are verifiable on-chain.

4. Fund Flow Disclosure

When you create a trading account, you deploy your own smart contract on Arbitrum. You fund it with USDC. The CLIFF operator executes trades on GMX V2 in your account. The operator sends ETH to your account as needed to cover GMX V2 execution fees (gas). Trading gains and losses remain in your account. A software licensing fee is collected on-chain only on net gains above your deposited capital (see Section 9).

5. Execution Venue

The software currently executes trades on:

• GMX V2 (Arbitrum) — on-chain execution, Chainlink oracle pricing, ~10bps fees

Markets: ETH, BTC, SOL, DOGE perpetual futures. The Operator may add execution venues or markets as the software evolves.

6. Eligibility

By using CLIFF, you represent and warrant that:

• You are not on any U.S. or international sanctions list, nor a resident of any OFAC-sanctioned jurisdiction.
• You are solely responsible for determining whether your use of CLIFF complies with applicable laws in your jurisdiction, including securities, tax, and derivatives regulation.
• You have the legal capacity and authority to agree to these Terms.
• You understand that CLIFF is autonomous trading software and that you are not purchasing a security or investment contract.

7. Risk Acknowledgment

You acknowledge and accept the following risks:

• Market risk: Crypto perpetual futures are highly volatile. Leveraged trading amplifies both gains and losses. Total loss of deposited funds is possible.
• Smart contract risk: The CliffTradingAccountV2 and CliffAccountFactory contracts are unaudited. Bugs or exploits could result in loss of funds.
• Oracle risk: GMX relies on Chainlink price oracles. Oracle manipulation or failure could cause unexpected liquidations or mispricing.
• Liquidation risk: Leveraged positions may be liquidated by GMX, resulting in total loss of the position value.
• GMX protocol risk: GMX, Arbitrum, or related infrastructure may experience downtime, exploits, governance changes, or liquidity crises.
• Software risk: The trading engine is automated software that may contain bugs, experience connectivity failures, or behave unexpectedly in market conditions not represented in historical data.
• Operator risk: The Operator maintains the infrastructure that executes trades in your account. Downtime, bugs, or key compromise could result in missed trades, stuck positions, or suboptimal execution.
• Regulatory risk: The regulatory status of DeFi protocols, crypto derivatives, and automated trading systems may change.

8. No Guarantees

Past backtest results, walk-forward validation metrics, and historical performance data presented on cliff.surf describe the software's behavior on historical data. They are not promises, projections, or guarantees of future performance. The strategy may underperform, lose money, or fail entirely in live market conditions.

9. Fee Disclosure

• Software licensing fee: 20% of trading gains in USDC above the high-water mark (your deposited capital). Collected on-chain via the collectFee function. No fee on losses. Minimum $5 threshold — fees below this amount are not collected.
• No management fee.
• Execution costs: GMX trading fees (~10bps) and slippage are incurred during normal trading operations. Gas costs (ETH execution fees for GMX V2 orders) are covered by the operator.

10. Withdrawals

You can withdraw your USDC balance at any time by calling withdrawUSDC on your trading account. You can also withdraw any residual ETH (from execution fee refunds) by calling withdrawETH. There is no timelock. If you have open GMX V2 positions, those positions remain open until closed by the operator or liquidated by GMX.

11. Limitation of Liability

THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLOUT LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR FUNDS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF CLIFF, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

YOUR USE OF CLIFF IS AT YOUR SOLE RISK. THE TOTAL LIABILITY OF SELLOUT LABS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNT OF SOFTWARE LICENSING FEES COLLECTED FROM YOUR ACCOUNT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12. User Responsibilities

• You are solely responsible for determining the legality of using this software in your jurisdiction.
• You are solely responsible for any tax obligations arising from trading activity in your account.
• You are responsible for securing your own wallet and private keys.
• You should review the CliffTradingAccountV2 contract source on Arbiscan before funding your account.
• You should only deposit funds you can afford to lose entirely.

13. Smart Contract Disclaimer

CliffTradingAccountV2 and CliffAccountFactory smart contracts are unaudited. Source code is verified on Arbiscan. The operator permission model is enforced on-chain, but you use the software at your own risk.

14. Proprietary Software

The CLIFF trading engine is proprietary software. The smart contract source code is verified on Arbiscan for transparency. The Operator makes no representation that the software is free of bugs, vulnerabilities, or errors.

15. Modification of Terms

We reserve the right to modify these Terms at any time. Updated Terms will be posted at cliff.surf/terms with a revised "Last updated" date. Your continued use of CLIFF after any modification constitutes acceptance of the updated Terms.

16. Regulatory Status & No Fiduciary Duty

Sellout Labs is not registered as a broker-dealer, investment adviser, commodity trading advisor (CTA), commodity pool operator (CPO), or futures commission merchant with the SEC, CFTC, NFA, or any state regulatory authority. CLIFF is autonomous trading software licensed to the User, not a managed investment product or pooled investment vehicle.

The Operator owes no fiduciary duty to the User. The relationship between the Operator and the User is that of a software licensor and licensee. The Operator does not provide individualized investment advice, recommendations, or discretionary portfolio management. Each User's trading account is an independent smart contract — User funds are never pooled or commingled.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

18. Dispute Resolution

Any dispute arising out of or relating to these Terms or your use of CLIFF shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the State of Delaware. You agree to waive any right to a jury trial or to participate in a class action.

19. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20. Contact

For questions regarding these Terms, contact the Operator via the channels listed on cliff.surf.