Terms and Conditions

1. About these terms

These Terms and Conditions ("Terms") form a binding agreement between you and Alphashell Labs LLC, a limited liability company registered in Georgia under identification code [ID code], with its registered address at [registered address], Tbilisi, Georgia ("AlphaShell", "we", "us").

By downloading, installing or using the Software, by subscribing to a plan, or by using this website, you accept these Terms. If you accept them on behalf of a company or other entity, you confirm that you have authority to bind it, and "you" refers to that entity. If you do not accept these Terms, do not use the Software or the Services.

An order form or custom written agreement signed with us takes precedence over these Terms where they conflict.

2. Definitions

Software: the AlphaShell execution engine, including the installable application, Kubernetes deployment package, software preinstalled on dedicated hardware, dashboard, documentation and any updates we provide.
Services: the website, licence and registry access, onboarding, support and any other service we provide in connection with the Software.
Plan: the subscription tier you select, as described on our pricing page or in an order form, including its capital, venue and account limits.
Venue: a third-party perpetual futures exchange or protocol, such as Hyperliquid, Extended or Lighter.
Venue Account: an account you hold on a Venue in your own name or wallet.
Agent Key: a key generated on your infrastructure and approved by you on a Venue, used by the Software to place and cancel orders on your Venue Account.
Your Infrastructure: the servers, cloud accounts, clusters or devices on which you install and run the Software.

3. What AlphaShell is, and what it is not

AlphaShell is a software vendor. We license software that you install and operate on Your Infrastructure. The Software executes trading instructions on your Venue Accounts according to the parameters you configure.

Accordingly:

We do not hold, receive, transfer or have access to your funds or digital assets at any time.
We do not generate, receive, store or have access to your Agent Keys, wallet keys or seed phrases.
We do not operate the Software on your behalf, access Your Infrastructure or place orders for you.
We are not a broker, exchange, custodian, investment adviser, portfolio manager or virtual asset service provider, and we do not provide investment, financial, legal or tax advice.
You alone decide whether to use the Software, which Venues and markets to enable, how much capital to allocate and which strategy parameters to apply.

Performance figures shown on our website, including those of our reference wallet, are historical, provided for information only, and do not indicate or guarantee future results.

4. Eligibility

You may use the Software and Services only if:

you are at least 18 years old and have full legal capacity, or you are a duly organised entity;
you use them for your own business, treasury or personal investment activity, and not as a consumer service offered to the public, unless your Plan expressly allows it;
you are not located in, incorporated in or ordinarily resident in a country or territory subject to comprehensive sanctions, and you are not listed on, or owned or controlled by a person listed on, any sanctions list of the United Nations, European Union, United Kingdom, United States or Georgia;
your use of the Software and of each Venue is lawful in every jurisdiction that applies to you. You are responsible for checking this, including any licensing, registration or reporting requirement.

5. Licence

Subject to these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Software on Your Infrastructure, during your subscription term, for your own internal purposes and within the limits of your Plan.

The Software is licensed, not sold. All rights not expressly granted to you are reserved by AlphaShell.

6. Restrictions

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

copy, modify, translate or create derivative works of the Software, except for configuration files and copies reasonably needed for backup and deployment;
decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, algorithms or strategy logic of the Software, except to the extent that applicable law expressly permits it despite this restriction;
remove, disable or circumvent licence checks, usage limits, image signatures or any other technical protection;
exceed the capital, Venue or account limits of your Plan;
sell, rent, lease, sublicense, distribute or make the Software available to third parties, or use it to manage assets or run strategies for third parties, unless your Plan or a written agreement with us expressly allows it;
share your licence key or registry credentials outside your organisation;
use the Software for market manipulation, wash trading, spoofing or any other abusive or unlawful trading practice, or in breach of a Venue's rules;
use the Software or Services to build a competing product.

7. Your responsibilities

Infrastructure. You are responsible for provisioning, securing, maintaining and monitoring Your Infrastructure, including access control, encryption, backups and network security.
Keys. You are solely responsible for your wallet keys, Agent Keys, keystore passphrase and licence key. We cannot recover, reset or revoke them for you.
Venue Accounts. You open, fund and control your Venue Accounts, accept each Venue's own terms, and remain responsible for all activity on them, including orders placed by the Software.
Configuration. You choose and review the strategy parameters, limits and Venues. Default settings are provided for convenience and are not a recommendation suited to your situation.
Monitoring. You are responsible for monitoring the Software's operation and your positions, and for stopping the Software or closing positions if needed.
Compliance and tax. You are responsible for complying with the laws that apply to you and for any taxes arising from your trading activity.

8. Subscription and fees

Plans and prices are set out on our pricing page or in your order form. Fees are subscription fees only. We charge no performance fee and take no share of your returns.
Subscriptions are monthly, billed in advance, and renew automatically each month. There is no minimum term. You may cancel at any time, effective at the end of the month already paid.
You may choose to prepay 12 months at a 20% discount. If you cancel a prepaid subscription, we refund the unused months, recalculated at the standard monthly price.
Upgrades take effect immediately and are charged pro rata. Downgrades take effect at the start of the next month.
Fees are exclusive of VAT and other taxes, which you pay where applicable.
Except for prepaid subscriptions as described above, or where required by law, fees already paid are non-refundable, including for the current month.
We may change our prices by giving at least 30 days' notice. The change applies from the next month after the notice period, and prepaid periods are not affected.
If a payment is overdue by more than 14 days, we may suspend your licence and registry access after notifying you. Suspension does not affect your funds or your ability to close positions directly on a Venue.
Venue trading fees, funding payments, gas and network fees and your infrastructure costs are not included and are your responsibility.

9. Early access

We may offer the Software free of charge, or on special terms, as part of an early access programme. Early access versions may contain errors, may change or be withdrawn, and are provided without any service level. We will give you at least 30 days' notice before early access ends and paid terms apply to you.

10. Updates and support

We may release updates that fix issues, add features or support new Venues. You decide when to install updates. We support the current release and the previous release; older versions may stop working with our registry or with Venue APIs. Support is provided as described in your Plan and does not include operating the Software for you or accessing Your Infrastructure.

11. Data

Software. The Software does not send us your keys, balances, positions or trading history. For licence validation and updates it communicates with our registry, which receives your licence identifier, the Software version and technical connection data such as IP address.
Website and demo requests. When you book a demo or contact us, we process the information you provide, such as name, email, company and message, to respond to you and manage our relationship. We do not sell this information.
Diagnostics. If you send us logs or diagnostic output for support, you are responsible for removing anything you do not want to share. We use it only to provide support.
You may ask us to access, correct or delete your personal data by writing to the contact address below.

12. Risk disclosure

Trading perpetual futures and digital assets involves significant risk and you may lose some or all of the capital you allocate. Delta neutral strategies reduce exposure to price movements but do not remove risk. Risks include, without limitation:

funding rates turning negative or spreads narrowing, resulting in losses or lower returns than expected;
sharp price movements, gaps, slippage or low liquidity causing one leg of a position to be liquidated or the hedge to break;
Venue risk, including outages, API changes, halted markets, insolvency, hacks, smart contract failures, oracle errors or changes to a Venue's rules;
stablecoin risk, including loss of peg of USDC or other collateral;
software risk, including bugs, misconfiguration, latency or failure of Your Infrastructure or network;
security risk, including compromise of Your Infrastructure, keys or accounts;
legal and regulatory changes affecting the Venues, digital assets or your ability to trade.

Only allocate capital you can afford to lose, and seek independent professional advice where appropriate.

13. Intellectual property

The Software, Services, website, documentation, trademarks and all related intellectual property rights belong to AlphaShell or its licensors. If you send us feedback or suggestions, you allow us to use them freely without obligation to you.

14. Disclaimer

To the maximum extent permitted by law, the Software and Services are provided "as is" and "as available". We do not warrant that they will be uninterrupted, error-free or secure, that they will achieve any particular return, or that any Venue will remain available or compatible. We disclaim all implied warranties, including of merchantability, fitness for a particular purpose and non-infringement.

15. Limitation of liability

To the maximum extent permitted by law:

we are not liable for any trading losses, liquidations, missed opportunities, loss of profits, loss of digital assets, loss of data or any indirect, incidental, special or consequential loss;
we are not liable for losses caused by a Venue, a stablecoin issuer, a blockchain network, Your Infrastructure, your configuration choices, or the compromise of your keys or systems;
our total liability arising out of or relating to these Terms is limited to the fees you paid to us in the 12 months before the event giving rise to the claim, or USD 100 if you have paid no fees.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law.

16. Indemnity

You agree to indemnify AlphaShell and its directors, employees and contractors against claims, losses and costs, including reasonable legal fees, arising from your breach of these Terms, your breach of law or of a Venue's rules, or your use of the Software to manage assets for third parties.

17. Suspension and termination

You may cancel your subscription at any time, effective at the end of the month already paid.
We may suspend or terminate your licence immediately if you materially breach these Terms, fail to pay after notice, breach the sanctions or eligibility requirements, or if we are required to by law.
When your licence ends, you must stop using the Software and delete it from Your Infrastructure. Your funds and positions remain in your Venue Accounts under your control, and you can close positions and withdraw directly on each Venue at any time.
Sections 3, 6, 12 to 16, 20 and 21 survive termination.

18. Third-party services

The Software interacts with Venues, blockchains and other services that we do not own or control. Your use of them is governed by their own terms and policies. We do not endorse any Venue and are not responsible for its availability, security, conduct or changes to its services.

19. Changes to these terms

We may update these Terms from time to time. We will post the new version on this page with its date and, for material changes, notify active subscribers by email at least 30 days in advance. If you continue to use the Software after the changes take effect, you accept the updated Terms. If you do not accept them, you may cancel before they take effect.

20. Governing law and disputes

These Terms are governed by the laws of Georgia. Before starting any proceedings, both parties will try in good faith to resolve a dispute by negotiation for at least 30 days after written notice. Any dispute that is not resolved in that time falls under the exclusive jurisdiction of the courts of Tbilisi, Georgia, unless mandatory law gives you the right to bring proceedings elsewhere.

21. General

These Terms, together with any order form, are the entire agreement between you and us about the Software and Services.
If any provision is found invalid, the rest remains in effect.
You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor of our business.
Failure to enforce a provision is not a waiver of it.
Neither party is liable for delays caused by events beyond its reasonable control.
These Terms are written in English. If they are translated, the English version prevails.

22. Contact

Alphashell Labs LLC
[Registered address], Tbilisi, Georgia
Email: [legal@alphashell.io]