Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Hot Take, including the website, app, API, and Twitter/Telegram bot integrations (the “Service”). By accessing or using the Service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

We may update these Terms from time to time. Material changes will be communicated through the Service. We may require you to re-accept updated Terms before continuing to use the Service.

1. Operator

The Service is operated by Shipyard Labs, the commercial name of 3-102-964327 S.R.L., a sociedad de responsabilidad limitada organized under the laws of the Republic of Costa Rica (the "Operator", "we," "us," or "our"). The Operator is solely responsible for operating the Service. Legal notices may be sent to notices@shipyardlab.xyz.

2. How Hot Take Works

Hot Take is a 1v1 fixed-stake wagering product. Two eligible users may take opposing sides of a defined condition, each commit a stake in USDC, and have the outcome resolved by a designated resolver. After valid resolution, settlement is processed under these Terms.

3. Eligibility and Restricted Jurisdictions

To use the Service, you represent and warrant that:

• you are at least 18 years old and of legal age to use the Service in your jurisdiction;
• you are not located in, ordinarily resident in, incorporated in, or accessing from any Restricted Jurisdiction (as defined below);
• you are not subject to sanctions administered by OFAC, the UN, the EU, the UK, or any equivalent authority, and not listed on any sanctioned-persons list;
• you are not using a VPN, proxy, remote desktop, or other tool to circumvent geographic, sanctions, or eligibility controls;
• you are responsible for ensuring that your access to and use of the Service is lawful under all laws applicable to you; and
• all information you provide is true, accurate, and complete.

"Restricted Jurisdictions" include the United States, Costa Rica, South Korea, United Kingdom, Singapore, China/Hong Kong/Macau, Australia, Japan, India, Canada/Ontario, certain EU jurisdictions, UAE/GCC jurisdictions, sanctioned jurisdictions, and any other jurisdiction in which use of the Service would be unlawful. We may update the Restricted Jurisdictions list from time to time without amending these Terms.

We may require additional information or verification where reasonably required for eligibility, sanctions, fraud-prevention, security, compliance, or withdrawal review.

4. Accounts and Authentication

You authenticate via supported methods (Twitter/X, Telegram, Google, email) processed by our identity provider, Privy, or another provider we may designate. An embedded crypto wallet may be created and managed for you under separate Privy terms. You are responsible for securing your account credentials, devices, and linked accounts, and for all activity under your account.

5. Platform Balance

The Service is supported by smart contracts that record platform balances and process stake commitments, settlements, refunds, and withdrawals. Your platform balance reflects the USDC attributable to you under the Service's smart contracts. On-chain operations relating to your platform balance (including deposits, stake commitments, settlements, refunds, and withdrawals) are processed through the Service's smart contracts and may be initiated or relayed by automated infrastructure operated for Service functions, in each case in accordance with these Terms and any market-specific terms displayed in the Service.

Platform balances are not bank deposits or insured accounts. The Service may apply holds or restrict access to platform balances or transactions for compliance, sanctions or wallet-risk screening, fraud investigation, dispute handling, technical reconciliation, or legal process.

USDC is a US-dollar-referenced stablecoin issued by a third-party issuer. It is not fiat USD, a bank deposit, money market instrument, stored-value instrument, security, or insured by any deposit insurance scheme. The Service does not issue, control, or guarantee the peg, backing, or solvency of USDC, and the issuer may freeze, block, or render USDC non-transferable at particular addresses, including in response to legal or regulatory process.

6. Markets and Bot Flows

A market is a 1v1 fixed-stake commitment between two users, each taking opposing sides of a defined condition. Once both parties accept and fund a market, the stakes lock in accordance with these Terms and any market-specific terms displayed in the Service. An "Open" market means a market available to eligible users within the Service. "Open" does not mean open to all persons globally.

We may support market drafting through Twitter/X and Telegram bots. User posts and bot replies on those platforms may be public depending on third-party platform settings, which we do not control. Bot-created items are drafts only. They do not become live, visible in the Open feed, acceptable, or fundable until the user passes Service-side checks (geofence, age and jurisdiction attestation, and Terms acceptance). Public bot replies may be limited and may route users to the app.

7. Prohibited and Controlled Markets

You may not create, accept, fund, resolve, or participate in any market the subject matter of which references or relates to: (a) acts of terrorism; (b) the assassination, attempted assassination, or killing of any specific person; (c) sanctions evasion or activity in violation of OFAC, EU, UK, UN, or other applicable sanctions; (d) any activity unlawful under applicable law; or (e) harm to identifiable individuals, minors, or non-consensual disclosure of personal information.

Markets relating to sports, esports, politics, elections, geopolitical events, foreign exchange, or short-dated crypto-asset price outcomes are controlled categories that may be subject to additional restrictions, jurisdictional limits, or operational controls.

The Service may use automated systems and AI classification to help detect, flag, or restrict prohibited or controlled markets. We may also review, refuse, void, cancel, or unwind any market where we reasonably determine that it falls within prohibited categories or otherwise violates these Terms.

8. Resolution, Settlement and Withdrawals

Each market has a designated resolver, which may be (a) an objective oracle or pre-agreed data source for objectively verifiable outcomes, or (b) an independent third-party dispute resolution provider for subjective outcomes, or (c) the Service's designated default resolver, as an operational fallback, where the parties have not selected a specific resolver. A resolver may not be a party in the market they resolve and must not have a material conflict of interest. Markets specify a resolution deadline. If not validly resolved by the deadline, the market may be deemed expired and stakes returned in accordance with these Terms.

Markets may be voided, cancelled, suspended, or refunded (including by automated systems or by us) where we reasonably determine the market involves material ambiguity, resolver unavailability or misconduct, sanctions or compliance concerns, suspected fraud, manipulation, collusion, technical failure, prohibited categories, or any reason required under these Terms or applicable law.

After valid resolution and subject to compliance checks, settlement is processed under these Terms and any market-specific terms displayed in the Service. The prevailing side's platform balance is credited with the combined stake, less applicable fees and any holds. Settlement is not guaranteed to be instantaneous and may be subject to dispute, voiding, technical issues, or compliance hold. Refunds are processed under these Terms.

You may request withdrawal of your platform balance to a wallet address you specify, subject to authentication, sanctions and wallet-risk screening, withdrawal limits, hold periods, and absence of pending dispute or compliance review. We may refuse, delay, reverse, or partially process withdrawals where required by law or where we have reasonable grounds. You are solely responsible for the accuracy of any withdrawal address. We may charge fees for the Service (transaction, network gas, withdrawal, and other fees as disclosed).

9. Compliance, Screening, and Market Integrity

You agree not to:

• circumvent geographic, age, sanctions, or other restrictions;
• provide false or misleading information;
• engage in collusion, match-fixing, manipulation, bribery, or other dishonest conduct;
• misuse material non-public information or improperly influence a resolver, data source, or participant;
• launder money, finance terrorism, evade sanctions, or facilitate any unlawful activity;
• interfere with the Service through unauthorized access, denial-of-service, malware, or exploitation;
• use automated tools or bots other than those expressly authorized; or
• infringe any intellectual property, privacy, or other third-party rights.

We may screen wallet addresses, deposits, and withdrawals using third-party sanctions, fraud-prevention, and wallet-risk screening providers. Transactions involving sanctioned, mixer, tumbler, or other high-risk addresses may be blocked or held. We may report transactions or activity to applicable authorities where required or permitted by law.

10. Risks and User Responsibility

Using Hot Take involves risk and is not appropriate for all individuals. You may lose all USDC committed to a market, and you are responsible for your use of the Service. Key risks include:

• wagering loss risk;
• smart contract, bridge, oracle, and infrastructure risk (including bugs, exploits, failures, delays, or downtime);
• resolver error, delay, unavailability, or dispute risk;
• issuer or counterparty risk affecting USDC (including issuer freeze or blacklisting of addresses);
• platform balance, operational, security, or insolvency risk; and
• regulatory or access restrictions affecting the Service.

11. No Rewards, Airdrops, or Allocations

Use of the Service, including account creation, deposits, bet activity, balances, leaderboard rankings, social media engagement, or any other interaction, does not entitle you to any future tokens, airdrops, allocations, leaderboard benefits, priority access, fee share, governance rights, or other economic benefit. We make no representation or promise of any future reward or distribution.

12. Taxes

You are solely responsible for determining and paying any taxes, duties, or reporting obligations arising from your use of the Service. We do not provide tax advice.

13. Privacy

Our collection, use, and disclosure of your information is governed by our Privacy Policy, available at /privacy and incorporated into these Terms by reference.

14. Intellectual Property and User Content

All intellectual property in the Service is owned by us or our licensors. You receive a limited, revocable license to access and use the Service for personal, non-commercial purposes. You retain ownership of content you submit. You grant us a non-exclusive, royalty-free, worldwide license to use, display, and process such content (including bet text and linked social handles) to operate, secure, and improve the Service and comply with legal obligations. This license survives for legitimate operational, recordkeeping, and dispute purposes.

15. Suspension and Termination

You may terminate use at any time by ceasing access and requesting withdrawal of any remaining balance. We may suspend, restrict, or terminate access at any time for breach of these Terms, sanctions or compliance concerns, suspected fraud or unlawful activity, failure to maintain accurate attestations, or any reason required by law. On termination, your right to access the Service ceases. Subject to compliance and applicable law, your platform balance may be returned to a wallet you control or withheld where return is not legally permissible. Active markets may be voided, cancelled, refunded, or settled under these Terms and applicable law.

16. Disclaimers, Liability and Indemnification

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE 3 MONTHS PRECEDING THE EVENT, OR (B) USD $100, EXCEPT TO THE EXTENT LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, WE ARE NOT LIABLE FOR ANY LOSS ARISING FROM YOUR WAGERING ACTIVITY, MARKET OUTCOMES, RESOLVER DECISIONS, OR REFUNDS.

You will indemnify, defend, and hold harmless us and our affiliates and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of (a) your use of the Service, (b) your breach of these Terms, (c) your violation of applicable law, or (d) your infringement of any third-party rights. Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under applicable law.

17. Governing Law, Arbitration, and Class Waiver

These Terms are governed by the laws of Costa Rica, without regard to conflicts of laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the Centro Internacional de Conciliación y Arbitraje (CICA) of the Costa Rican-American Chamber of Commerce, under the CICA International Arbitration Rules in effect at the time of submission, by a single arbitrator, in English, with San José, Costa Rica as the seat of arbitration. The arbitration shall be governed by Costa Rica's International Commercial Arbitration Law (Law No. 8937).

You and we agree to bring any claim only in your individual capacity. You waive any right to participate in any class, consolidated, or representative action. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights or breach of confidentiality.

18. Miscellaneous and Contact

These Terms (with the Privacy Policy) are the entire agreement between you and us. If any provision is unenforceable, the remainder remains in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms; we may assign in connection with a merger, acquisition, reorganization, or sale of assets. We are not liable for failures or delays caused by events beyond our reasonable control. Provisions that by their nature should survive termination shall survive.

For questions about these Terms or the Service, contact notices@shipyardlab.xyz.