Terms of Service

These Terms of Service ("Terms") are an agreement between you and Max Orion ("Max Orion", "we", "us"). They govern your use of the Max Orion website, trading terminal, documentation and APIs (together, the "Service").

You accept these Terms by signing the acceptance message with your wallet, which the Service asks for before your first deposit or withdrawal, or by using the Service, whichever comes first. If you do not agree to them, do not use the Service.

1. Who may use the Service

You may use the Service only if all of the following are true:

1. You are at least 18 years old, and old enough to enter a binding contract where you live.
2. You are not a Restricted Person: you are not a resident, citizen or national of, located in, or incorporated in a Restricted Territory, and you are not named on, or owned or controlled by anyone named on, a sanctions list.
3. Using the Service is lawful for you, and is not prohibited by the laws of the place where you live or are located.
4. You are acting for yourself, or for an entity you are authorised to bind.

Restricted Territories are:

• the United States, Canada and the United Kingdom;
• Cuba, Iran, North Korea and Syria;
• the Crimea, Donetsk and Luhansk regions of Ukraine;
• Russia, Belarus, Venezuela, Myanmar and mainland China; and
• any other country or region that is subject to comprehensive sanctions, or on the Financial Action Task Force's list of high-risk jurisdictions subject to a call for action.

We may add to this list at any time, with notice on the Service.

You must not use a VPN, proxy or any other means to hide where you are, or to get around these restrictions. We may use your IP address and your wallet address to enforce them, and we may close your access if we reasonably believe you are a Restricted Person.

2. Your account and your wallet

Your wallet is your account. The Service has no password and no username. You sign in by signing a message with an EVM wallet, and every action that moves money or changes your account is verified against a signature from that wallet or from an agent it authorised (section 3).

Signing in is non-custodial. We never hold, see or have access to the private key of the wallet you sign in with, or of any agent it authorises. Your wallet stays yours: we cannot sign anything with it, move anything from it, or use it without your signature. This is about your wallet, not about USDT you deposit to the Service, which we hold as described in section 4.

You can sign in with:

• A wallet you control, such as the MetaMask browser extension.
• An email address or a Google account. These create a wallet for you through Magic (magic.link), a third party. Magic holds the means to use that wallet, under its own terms and privacy policy. An email or Google wallet is a different address from any other wallet you hold, and so a different account.

You are responsible for keeping your wallet, its recovery phrase, your email account and your devices secure. We cannot recover a lost key, reverse a signature or restore access to a wallet you no longer control. Anything signed with your wallet, or with an agent it authorised, is treated as done by you.

3. Agents

An agent is a signing key that your browser generates and that your wallet authorises, so that orders can be signed without a wallet prompt each time.

• An agent can place and cancel orders, set and cancel take-profit and stop-loss orders, close positions, change leverage, transfer USDT between your main and perpetual balances, and request a deposit address.
• An agent cannot withdraw. A withdrawal always needs a signature from your own wallet.
• An agent is valid for up to 30 days, unless you revoke it sooner. Its key is stored encrypted in the browser that created it and is not sent to us.
• With an email or Google wallet, an agent is authorised for you automatically, without a prompt.

You are responsible for every action signed by an agent you authorised, including anything done by someone with access to the browser or device that holds it. If you think an agent has been exposed, revoke it on the Agents page, or ask us to help you revoke it.

4. How we hold your funds

Your wallet stays yours. As section 2 explains, you sign in with a wallet whose private key we never hold. Nothing leaves that wallet without your signature, and we cannot move anything in it.

USDT you deposit is held by us. To deposit, you send USDT from your wallet to a deposit address we assign to your account, and we credit it to your account on our ledger once the network has confirmed it. Your main balance and your perpetual balance are records in that ledger, not separate blockchain wallets in your name. When you withdraw, we send USDT from our wallets to the address named in a withdrawal request signed by your wallet.

• Your balance is not a bank deposit. It earns no interest and is not protected by any deposit insurance or investor compensation scheme.
• Your balance is not protected by any insolvency or customer-asset protection regime. If we could not meet our obligations, you could lose some or all of your balance.
• Only USDT is accepted. We do not hold any other asset for you, and an asset we do not support that is sent to your deposit address may not be credited or returned.

5. Deposits, transfers and withdrawals

Before your first deposit or withdrawal you must accept these Terms by signing the acceptance message with your own wallet. An agent cannot accept them for you.

Deposits. Send only USDT, only on the network you chose, to the address the Service shows, with its memo where the network uses one, and at least the minimum the Service shows. A deposit sent on another network, without a required memo, below the minimum, or of another asset is not credited, and we are not obliged to return it. A deposit is credited after the number of network confirmations we require, which can take time.

Transfers between your main and perpetual balances are internal ledger entries. They are instant and free. Only your perpetual balance backs positions.

Withdrawals are paid from your main balance only, to the address you give, on the network you choose. The Service shows the network fee, the minimum and the amount that will arrive before you sign. A withdrawal sent to a wrong address or on a wrong network cannot be reversed. We may:

• delay, refuse or reverse a withdrawal request we reasonably suspect is unauthorised, fraudulent, sanctioned or unlawful, or that is needed to comply with law;
• temporarily lock withdrawals on your account after repeated failed withdrawal attempts, to protect it; and
• require information about you before releasing funds, where the law or our compliance policies require it.

6. Trading perpetual contracts

A perpetual contract is a derivative that tracks the price of an underlying asset and has no expiry date. You do not own the underlying asset. Every market on the Service is margined and settled in USDT.

Margin. Positions are margined in cross margin: your whole perpetual balance backs every open position you hold. A loss on one position therefore reduces the margin available to all of them.

Leverage. You choose leverage per market, up to the maximum that market allows. Higher leverage means a smaller price move can liquidate you.

Mark price. We value positions, calculate unrealized profit and loss, and trigger take-profit, stop-loss and liquidation using a mark price that we determine from market data. The mark price can differ from the last traded price and from prices on other venues.

Orders. We may reject an order that is outside the price band for its market (currently 20% from the mark price), that exceeds your available margin, or that breaks a market's minimum size or price step. A market order fills against the order book at whatever prices are available and may fill at a worse price than you expected. A take-profit or stop-loss becomes a market order when triggered and is not guaranteed to fill at its trigger price, or at all.

Liquidation. If your perpetual balance, including unrealized losses, falls below the maintenance margin your positions require, some or all of your positions will be closed automatically, without notice, at the prevailing price, and you may lose your entire perpetual balance. Liquidation prices shown by the Service are estimates and can move as prices, your balance and your other positions change.

Erroneous trades. If a trade is executed at a price that is clearly wrong because of a system error, a data error or a market disruption, we may cancel it or adjust it to a fair price, and will tell you if we do.

7. Fees

You pay the trading fees and withdrawal fees we publish on the Service, which form part of these Terms. Withdrawal fees are shown before you sign. We may change fees by publishing new ones; a change applies to orders and withdrawals made after it is published.

You are responsible for any network fees charged by a blockchain or by your own wallet provider, and for any taxes on your trading (section 13).

8. Availability, data and changes to the Service

We aim to keep the Service available, but we do not guarantee it. It may be interrupted for maintenance, upgrades, outages of our providers, network congestion or events outside our control, including while you hold open positions. Prices, charts, order books and balances may be delayed or temporarily unavailable. We may add, change or remove markets, features, leverage limits, position limits and supported networks at any time.

If we delist a market, we will give notice on the Service where we reasonably can. Positions still open in it when it closes will be closed at the mark price at the time of closing.

9. What you must not do

You must not, and must not help anyone else to:

1. manipulate a market or a price, including by spoofing, layering, wash trading, pre-arranged or fictitious trades, or trading to move the mark price;
2. trade on material non-public information, or game the margin, liquidation or price-band mechanics of the Service;
3. use the Service for money laundering, terrorist financing, sanctions evasion, fraud or any other unlawful purpose;
4. use more than one account to get around limits, fees or these Terms, or let someone else trade through your wallet or your agent;
5. exploit a bug, a pricing error or a vulnerability for profit instead of reporting it to us at [email protected];
6. access the Service by automated means other than an interface we provide, overload it, or interfere with its security or with other users;
7. reverse engineer the Service, or copy it to offer a competing service; or
8. impersonate anyone, or use a wallet you do not own or control.

10. Compliance, suspension and closing your account

We may, where we reasonably believe it is necessary to comply with law, to protect you, other users or the Service, or because you have broken these Terms:

• ask you for information about who you are and where your funds come from;
• suspend or restrict your access, including trading or withdrawals;
• cancel open orders, and close open positions at the prevailing price; and
• close your access to the Service.

Where the law allows, we will tell you why. Unless the law or an order of a competent authority prevents it, once your account is closed you may withdraw your remaining balance to a wallet you control.

You may stop using the Service at any time by closing your positions and withdrawing your balance.

11. Risks you accept

Using the Service involves serious risks, including these:

• Leverage and liquidation. Small price moves can wipe out your perpetual balance, and liquidation happens automatically.
• Volatility. Crypto-asset prices can move very sharply, at any hour, including in ways that skip past your stop-loss.
• Stablecoin risk. USDT is issued by a third party. It can lose its peg, be frozen by its issuer, or become unavailable on a network.
• Custody and counterparty risk. Your balance depends on our ability to meet our obligations, on our security and on our operations, and no compensation scheme stands behind it (section 4).
• Blockchain risk. Networks can congest, fork, halt or be attacked, and transactions on them are irreversible.
• Technology risk. Software, data feeds, wallets and browsers can fail, be attacked or be compromised, including the device that holds your agent.
• Regulatory risk. Laws on crypto-assets and derivatives change, and a change could restrict or end your access to the Service.

Only trade with money you can afford to lose.

12. No advice and no fiduciary duty

Nothing on the Service is investment, financial, legal or tax advice, or a recommendation to trade. We do not act as your broker, adviser or fiduciary, and we are not registered with or licensed by any financial regulator. Content such as market data, charts, figures and documentation is provided for information only. You decide whether a trade suits you.

13. Taxes

You are responsible for working out, reporting and paying any taxes that apply to your use of the Service. We may report information about you to tax authorities where the law requires it.

14. Intellectual property

The Service, its software, design, content and the Max Orion name and marks belong to us or our licensors. We grant you a limited, revocable, non-transferable licence to use the Service for its intended purpose under these Terms. Third-party names and logos, including wallet and coin logos, belong to their owners.

15. Third-party services

The Service relies on third parties, including wallet providers (such as MetaMask), Magic for email and Google sign-in, Google, the issuer of USDT, and blockchain networks. We do not control them and are not responsible for their services, which are governed by their own terms. A failure of a third party may affect your use of the Service.

16. Privacy

We collect information about you when you use the Service, including your wallet address, IP address and, through Magic, the email address you sign in with. We use it to provide and secure the Service and to meet our legal obligations.

17. Disclaimers

To the extent the law allows, the Service is provided "as is" and "as available", without warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy or uninterrupted operation.

18. Limitation of liability

To the extent the law allows, we are not liable for any indirect, incidental, special or consequential loss, or for any loss of profits, trading opportunity, data or goodwill.

Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot be limited under the law that applies to you. If you are a consumer, you may have rights under the law of the country where you live that these Terms cannot take away.

19. Indemnity

To the extent the law allows, you will compensate us for any loss, liability or reasonable cost (including legal fees) arising from your breach of these Terms, your breach of any law, or your misuse of the Service.

20. Changes to these Terms

We may change these Terms. Each version has a date, shown at the top of this page. If a change materially affects your rights, we will ask you to sign the new version before your next deposit or withdrawal, and we will give you notice on the Service before it takes effect. If you do not agree to a change, stop using the Service and withdraw your balance.

21. Disputes

Before starting formal proceedings, you and we will try to resolve a dispute informally, starting with a written notice to [email protected].

You must bring a claim within one year after it arose, unless the law that applies to you gives you longer.

22. General

• Entire agreement. These Terms, including the fees we publish on the Service, are the whole agreement between you and us about the Service.
• Severability. If a court finds part of these Terms unenforceable, the rest continues to apply.
• No waiver. If we do not enforce a right, we have not given it up.
• Assignment. You may not transfer your rights under these Terms. We may transfer ours, on notice to you, to an affiliate or to a successor of the business.
• Events outside our control. We are not responsible for a failure or delay caused by events beyond our reasonable control, such as a network or stablecoin failure, a cyberattack, or an act of government.
• Language. If these Terms are translated, the English version prevails.

23. Contact

Email [email protected] for support and [email protected] for legal notices, including the notice that starts the dispute process in section 21.