Last Updated: June 18, 2026
These Terms of Service (“Terms”) govern your access to and use of the UpsideOnly.com platform (the “Platform”) and constitute a legally binding agreement between you and USO Deposit Trust LLC, a Delaware limited liability company (“Company”), regarding your use of the Platform. Certain aspects of the Platform and related services may be provided by one or more of the Company’s affiliates, subsidiaries, or service providers, including USO Labs Ltd. and Perpetuals.com Ltd. References in these Terms to “Company,” “we,” “us,” or “our” include such affiliates and subsidiaries where the context requires.
The Company’s affiliates, subsidiaries, licensors, service providers, and contractors are intended third-party beneficiaries of these Terms, including all disclaimers, limitations of liability, indemnities, and dispute resolution provisions.
Please read these Terms carefully before using the Platform. By using or otherwise accessing the Platform, or clicking to accept or agree to these Terms where that option is made available, you (a) accept and agree to these Terms and our additional posted policies and (b) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to all the Terms, then you may not access or use the Platform.
The Company may change these Terms of Service at any time and in any way it considers appropriate, which changes will take effect as soon as published. It is up to you to ensure that you are familiar with the latest version of these Terms of Service. The Company may issue additional terms, rules, and conditions with respect to participation in Platform. Participation is limited to individuals 18 years of age or older.
Nature of the Platform
UpSideOnly.com is an online prediction analytics game and trading simulation platform that enables users to submit predictions on financial market outcomes using virtual units with no real-world monetary value.
The Platform resembles a skill-based prediction game or trading simulator. No real money is deposited, wagered, or placed at risk by users during the prediction activity. Users do not invest, trade, or hold assets through the Platform.
The Platform is not a broker, dealer, exchange, investment adviser, asset manager, bank, money transmitter, or gambling operator.
Account Creation / Email
Account creation requires only an email address. No financial information, brokerage account, or payment method is required from you at onboarding.
The Company uses email as a regular means of communicating with users. You may not opt out of service-related or legally required communications that are necessary for the operation of your account or the Platform.
Deposits
Following account creation, you may elect to post a discretionary refundable security deposit (the “Deposit”) in an amount between US$1 and US$500. No deposit is required to make a prediction and be eligible to earn a payment, but in order to reduce the presence of bots or AI agents, users that put down a refundable deposit of US$1 or more will be eligible to receive higher payouts from the Platform. The rationale behind the Deposit is that users that make even small deposits are less likely to be part of a bot-based attack and more likely to make well-considered and reliable predictions.
The Deposit is not a trading stake and is never used for trading. The Deposit is held safely in U.S. Treasury Bills in a segregated account managed by USO Deposit Trust LLC and can be withdrawn by you at any time. The Deposit will be invested in short-duration U.S. Treasury Bills (T-Bills) on your behalf. Subject to successful know-your customer (“KYC”) screening (as more particularly described in Section 5 below), you are entitled to the return of 100% of the Deposit principal upon request (subject to T-Bill maturity/settlement cycles). You are not entitled to interest, yield, or investment return on the Deposit. Rather, interest and yield generated by the T-Bills accrues to the Company. The Deposit is not a security, not an investment, not margin, and not at risk to you in the ordinary course of business.
User Participation and Data License
Following account creation and submission of the Deposit, if any, users may engage in simulated trading activity using virtual trading units, thereby generating predictive signals. The Company may refer to the simulated trading activity from time to time as “paper trading.”
By using the Platform, you grant the Company a non-exclusive, worldwide, royalty-bearing license to access, analyze, and utilize the predictive signals generated by your simulated trading activity (“Signal Data”) for the Company’s proprietary trading purposes, using the Company’s own capital to execute trades using the Company’s proprietary AI technology. By using the Platform, you acknowledge that (a) the Company is under no obligation to utilize your Signal Data, (b) any use is at the Company’s sole discretion, (c) your Signal Data will be aggregated with signals from other users and processed by the Company’s proprietary AI trading system, and (d) no individual user’s Signal Data will be the sole basis for any trading decision.
Royalty Payments / Discretionary Payments
If (a) your Signal Data contributes to a threshold of signal performance as determined by the Company’s algorithmic AI trading system, and (b) the Company realizes a net profit from a trade incorporating your Signal Data among other inputs, you may be eligible to receive a Data Signal performance payment (a “Performance Payout”). The Performance Payout is a data licensing royalty for the use of your Signal Data and is not investment income, trading profits, interest, dividends, or gambling winnings.
In order for you to earn a Performance Payout, the Company must have actually realized a profit from a trade that incorporated, among other inputs, your Signal Data. If the Company’s trade is unprofitable, no payout accrues regardless of your simulated performance. You do not bear any losses in such a case.
The Company does not guarantee the use or application of your Signal Data, and any use of your Signal Data is at the sole discretion of the Company.
Any Performance Payout payable to you is determined solely by the Company in accordance with these Terms. We reserve the right to invalidate Performance Payouts based on malfunctions of the Platform or as a result of suspicious, harmful, nefarious, bad faith, manipulative, collusive, exploitative, inappropriate or similar behavior, as determined by the Company in its sole discretion.
Your election to make a Deposit prior to making a trading prediction affects the magnitude of any Performance Payout, as follows. Based on the size of your Deposit, you are assigned a Deposit tier, which will determine your priority multiplier, a weighting applied to your Performance Payout calculation if you are eligible for a Performance Payout. A higher deposit tier means a proportionally larger share of the payout pool for the same percentile of performance.
In addition, from time to time, the Company may elect in its sole discretion to make payments to users that may or may not be strictly performance related.
Eligibility and payment are contingent on completion of KYC identity verification pursuant to the Company’s Know Your Customer Policy, and payments are at all times subject to the Company’s discretion. By your acceptance of these terms, you consent to the Company’s KYC screening process, including the Company’s use of third parties to conduct KYC screening on the Company’s behalf.
Subject to a minimum withdrawal amount of US$1, you may withdraw at any time any accumulated Performance Payouts credited to your account, provided that the Company may place holds on your account: (a) if you are the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (b) if your withdrawal is in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (c) if you are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations; (d) you are domiciled in a country or territory in which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply, or otherwise pursuant to sanctions imposed by the United Nations, OFAC, EU, or UK, (e) if required by law or court order, (f) in the event of suspicious account activity, (g) if you are an affiliate of a publicly traded company with respect to which the Company allows predictions on the Platform, or (h) if the Company in its sole discretion determines that you have not complied with these Terms, or (i) as otherwise deemed necessary by the Company in its sole discretion. The aforementioned account holds may also apply to any Deposit you have made on the Platform.
Users are responsible for the payment of standard payment processing fees in connection with any Deposits or withdrawals.
Account Cancellation
You may cancel your account at any time. Upon cancellation, the Company may delete your user account, although the Company may retain any information it reasonably believes is or may be necessary to enable it to meet its current or future legal obligations and/or any policy the Company maintains regarding information retention.
No Advice / No Offering / No Fiduciary or Similar Relationship
Your use of the Platform confers no investment, legal, or tax advice by the Company. The Platform is not an offering of securities or investment products. The Company disclaims any fiduciary, employment, partnership, joint venture, or investment management relationship.
No Warranty
THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (A) ANY WARRANTY THAT THE PLATFORM WILL BE FAULT-FREE OR AVAILABLE WITHOUT INTERRUPTION AND (B) ANY IMPLIED WARRANTIES.
User Representations
By creating an account on the Platform, you represent and warrant that you:
- are 18 years of age or older;
- do not already have (and will, at no time while you have the user account for which you are applying, have) a user account, whether directly or indirectly (including through any company or other legal entity that you directly or indirectly control);
- are (and will at all times be) acting solely for yourself and not on behalf of any other individual, company, or other legal entity;
- will abide by these Terms;
- will comply with all laws applicable to the use of the Platform in the jurisdiction in which you are present;
- will at all times provide us with truthful and accurate information, including without limitation as to personal information you provide in connection with the Company’s KYC screening process;
- are not an officer, director, or employee of a publicly traded company with respect to which the Company allows predictions on the Platform; and
- will keep your password secret and secure at all times, and you will not (intentionally or otherwise) allow anyone else to use the Platform through your user account.
You represent and warrant that you are not, and for the duration of the time you use the Platform, will not be (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (b) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (c) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations; or (d) domiciled in a country or territory in which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply, or otherwise pursuant to sanctions imposed by the United Nations, OFAC, EU, or UK. If at any point the above is no longer true, then you must immediately cease using the Platform.
Geographic Restrictions
The Company may restrict access to the Platform by jurisdiction at its sole discretion.
Intellectual Property
The Platform is owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, AI, and all other elements of the Platform provided by the Company are protected by intellectual property and other laws and are the property of the Company or its third party licensors (if any).
Subject to your complete and ongoing compliance with these Terms, the Company grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform.
You can access the Platform for purposes of ordinary use, but you are not entitled to copy, reproduce, reverse compile, adapt, transmit, distribute, sell, sub-license, commercialize, or otherwise deal with the software, AI, materials, or data (or any part of them), except to the extent of any entitlement you may have at law which cannot be excluded or surrendered by contract.
You may not interfere with the operation of the Platform or any user’s enjoyment of the Platform, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Platform; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform (“Feedback”), then you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.
Liability
Notwithstanding anything else in these Terms, and to the extent permitted by law, neither the Company nor its respective shareholders, directors, officers, employees, contractors, or advisers (each a “Relevant Person”) will be liable for any loss or damage arising, in whole or in part:
- as result of you failing to comply with these Terms or any law or right held by a third party;
- in connection with a change in services provided by a third party (or a change in the terms on which those services are provided) that affects the Company’s ability to operate or maintain the Platform;
- any indirect or consequential loss or damage, or any loss of profits or savings or other economic loss (whether realized, unrealized, anticipated or expected), arising in connection with the Platform or these Terms; and
- any amount exceeding your then-current account balance (any then-accumulated and non-withdrawn royalty payments plus any amounts deposited by you to access the platform).
No Relevant Person will be liable for any failure to comply with these Terms or any other agreement with you if, and to the extent that, that failure is caused by an act or omission beyond the Relevant Person’s reasonable control.
Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify the Relevant Persons from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Termination
Your access to the Platform may be terminated at any time in the Company’s sole discretion.
Privacy Policy
Please read the Company’s Privacy Policy carefully for information relating to the Company’s collection, use, storage, and disclosure of your personal information. The Company’s Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Governing Law.
These Terms are governed by the laws of the State of California without regard to conflict of law principles.
Dispute Resolution; Binding Arbitration; Class Action Waiver
Agreement to Arbitrate
To the fullest extent permitted by applicable law, you and the Company agree that any dispute, claim, or controversy arising out of or relating to (a) these Terms, (b) your access to or use of the Platform, (c) any predictions, signals, or other inputs submitted by you, (d) any allocation of Company funds or investment decisions made in reliance on aggregated user inputs and/or the Company’s proprietary algorithms or AI systems (“AI Systems”), (e) any profit-sharing, reward, or payment determination, (f) your deposit, withdrawal, or account balance, or (g) any KYC verification or account restriction (collectively, “Disputes”), shall be resolved exclusively by final and binding arbitration, except as expressly provided below.
Informal Resolution First
Before initiating arbitration, the parties agree to attempt to resolve any Dispute informally. You must send written notice of the Dispute to the Company describing the nature of the claim and the relief sought. If the Dispute is not resolved within 30 days, either party may commence arbitration.
Arbitration Provider, Rules, and Forum
Unless otherwise required by applicable law, arbitration shall be administered by the American Arbitration Association (AAA) or, if AAA is unavailable, by a comparable arbitration provider selected by the Company, under its applicable consumer or commercial arbitration rules, as determined by the Company based on the nature of the Dispute.
- The arbitration shall be conducted in English.
- The arbitration may be conducted remotely (including by video or written submissions).
- The governing law of these Terms shall apply, without regard to conflict-of-law principles.
International Users; Enforcement
For users accessing the Platform outside the United States, you agree that arbitration shall be the exclusive dispute resolution mechanism to the extent permitted by applicable law. Arbitral awards may be enforced in any court of competent jurisdiction pursuant to the New York Convention.
To the extent any local law requires that a Dispute be heard in a local forum, the parties agree that such Dispute shall be resolved in the closest permissible analog to arbitration available under such law, and all other provisions of this Section shall apply to the maximum extent permitted.
Class Action Waiver; Individual Relief Only
To the fullest extent permitted by law, you and the Company agree that all Disputes shall be resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
The arbitrator shall have no authority to:
- combine or aggregate claims of multiple users, or
- award relief to any person or entity other than the individual party to the arbitration.
Mass Arbitration Procedures
If 25 or more similar Disputes are filed against the Company by the same or coordinated counsel or are otherwise coordinated, the parties agree that such Disputes shall be administered in batches of up to 50 claimants each, with one arbitrator per batch, and with staged filing and fee procedures as determined by the arbitration provider. The Company reserves the right to modify arbitration procedures to ensure efficient resolution of such coordinated Disputes.
Allocation of Fees and Costs
Payment of arbitration fees shall be governed by the applicable arbitration provider’s rules, except that the Company will pay any filing or administrative fees required to initiate arbitration to the extent required by such rules or applicable law.
Each party shall bear its own attorneys’ fees unless otherwise required by law or awarded by the arbitrator.
Limited Discovery; Finality
The arbitrator shall permit reasonable discovery consistent with the streamlined nature of arbitration. The arbitrator’s decision shall be final and binding, with limited grounds for review as set forth in the U.S. Federal Arbitration Act or applicable law.
AI Systems; No Review of Methodology
You agree that, to the maximum extent permitted by law:
- the Company’s AI Systems, models, and methodologies are proprietary and confidential;
- any Dispute shall not require disclosure of source code, model architecture, training data, or other sensitive components of such AI Systems; and
- the arbitrator may rely on summaries or expert submissions rather than direct inspection of such systems.
Nothing in this Section limits your ability to challenge the outcomes of decisions affecting your account, but remedies shall not include compelled disclosure of proprietary systems.
Royalty / Performance Payout Determinations
You acknowledge and agree that:
- any Performance Payout payable to you is determined solely by the Company in accordance with these Terms;
- such determinations may involve discretionary elements and reliance on AI Systems and aggregated user inputs; and
- any Dispute relating to such determinations shall be limited to whether the Company applied its stated methodology in good faith, and not to the underlying investment performance or hypothetical alternative outcomes.
Small Claims and Injunctive Relief Carve-Outs
Notwithstanding the foregoing:
- either party may bring an individual action in small claims court for qualifying claims; and
- the Company may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or security of the Platform.
Severability
If any portion of this Section is found unenforceable, the remaining portions shall remain in full force and effect, except that if the class action waiver is found unenforceable, this entire Section shall be null and void to the extent required by law.
General Terms.
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and the Company regarding your use of the Platform. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Modifications / Use of Social Media.
We may modify these Terms from time to time. If we make material changes, we will provide notice by email, through the Platform, or by other reasonable means. Unless otherwise stated, revised Terms become effective upon posting. Your continued access to or use of the Platform after the effective date of revised Terms constitutes your acceptance of the revised Terms. It is your responsibility to review the Terms periodically for updates. We may use our social media accounts, including our accounts on X (@Perpetuals_com), LinkedIn, and Facebook, to disclose material information about the Platform.
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