Trading Terms of Service

By using the Services, you confirm that you have read and agree to these Terms and to our Privacy Policy (incorporated by reference). You represent that you are at least 18 years old and have the legal capacity to enter into this Agreement. If you access the Services on behalf of an entity, you represent that you have authority to bind that entity and “you” will refer to it.

You may not access or use the Services if you are located in, established in, or a resident of:
United States, Republic of China, Singapore, Myanmar (Burma), Côte d’Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, or any other jurisdiction or region subject to sanctions imposed by the United States, the United Kingdom, or the European Union.

Using VPNs, proxies, or other means to circumvent this restriction is strictly prohibited.

You also may not use the Services if you are subject to sanctions or listed on any prohibited or restricted-party list maintained by the United Nations, European Union or its Member States, the United Kingdom, the U.S. Government (including OFAC lists), or any other applicable governmental authority.

Access to and use of the Services must at all times comply with all laws and regulations applicable to you. We may restrict, suspend, or terminate access in our sole discretion, without liability.

When you use Cielo for trading, an embedded wallet is created and managed through our technology partner, Turnkey. Turnkey is an independent provider of wallet infrastructure integrated into the Services.

You acknowledge and agree that:

• Wallets are created and administered through Turnkey’s systems, and your use of such wallets may also be subject to Turnkey’s own terms and policies.
• You are solely responsible for securing your wallet credentials, devices, and access methods. If you lose access to your wallet, keys, or credentials, your digital assets may be permanently unrecoverable.
• Cielo does not control or custody your digital assets and cannot restore or reverse transactions.

You may be required to create an account to access certain features. You agree to provide accurate information, maintain the confidentiality of your credentials, and promptly notify us of any unauthorized use. You are responsible for all activities that occur under your account.

The Services may reference, integrate, or route transactions to software, smart contracts, protocols, or service providers operated by third parties (“Third-Party Services”). Your use of Third-Party Services is subject to their terms and policies. We do not control or assume responsibility for Third-Party Services and disclaim any liability arising from your use of them.

Your use of certain features may incur fees, including but not limited to network fees, liquidity or routing fees, or Cielo platform fees. Fees and fee estimates may change without notice. Any displayed prices, quotes, or estimates are not guaranteed and may differ from executed amounts.

All information available through the Services (including market data, analytics, and educational materials) is for informational purposes only and does not constitute investment, legal, accounting, or tax advice, a recommendation, or a solicitation to engage in any transaction. You are solely responsible for your decisions and should consult independent professional advisors.

You acknowledge that digital assets, blockchains, networks, or smart-contract-based systems involve inherent risks, including extreme volatility, technology bugs or exploits, network congestion or outages, oracle or infrastructure failures, cyberattacks, loss of access to accounts or devices, and regulatory actions. You assume all risks associated with your access to and use of the Services.

You agree not to:

• Violate any applicable law or regulation, including sanctions, anti-money-laundering, or market-integrity laws.
• Engage in fraud, manipulation (including spoofing or wash trading), or deceptive practices.
• Circumvent, disable, or interfere with security-related features, access controls, or geographic restrictions (including via VPNs or proxies).
• Use the Services to transmit malware, attempt unauthorized access, or disrupt networks.
• Infringe intellectual property or privacy rights, impersonate others, or make misrepresentations.

We may investigate and enforce violations, including by limiting, suspending, or terminating access.

The Services, including software, content, trademarks, and branding, are owned by Cielo or its licensors and are protected by law. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for their intended purpose. Except as expressly permitted, you may not copy, modify, distribute, reverse engineer, or create derivative works of the Services.

If you submit or upload content, you represent that you have the necessary rights to do so and grant Cielo a worldwide, non-exclusive, royalty-free, irrevocable, sublicensable license to use, reproduce, display, and distribute such content as necessary to operate and improve the Services and as otherwise permitted by our Privacy Policy. You may submit feedback or suggestions; we may use them without restriction or compensation.

Cielo is not registered with the U.S. Securities and Exchange Commission as a national securities exchange, broker-dealer, investment adviser, or in any other capacity, nor are we registered with any other securities or commodities regulator in any jurisdiction. The Services constitute software and related tools. Cielo does not solicit trades or broker orders on your behalf and does not match or settle trades.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR FREE FROM DEFECTS, NOR THAT ANY DATA, QUOTES, OR CONTENT WILL BE CURRENT OR ACCURATE.

You will indemnify, defend, and hold harmless Cielo, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any law or rights of a third party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Cielo OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS WILL NOT EXCEED USD $100.

Governing Law. These Terms are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles.
Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be finally settled by binding arbitration under the LCIA Rules, seated in London, United Kingdom, and conducted in English. The arbitrator may award any relief available in court, subject to these Terms. Judgment on the award may be entered in any court of competent jurisdiction.
Class-Action Waiver. All proceedings will be conducted on an individual basis. You and Cielo waive any right to participate in a class, consolidated, or representative action.

We may modify these Terms or any part of the Services at any time. Changes are effective when posted. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree to changes, you must discontinue use.

We may suspend or terminate access to the Services at any time, with or without notice, including for suspected violations of these Terms. Sections that by their nature should survive termination (including, without limitation, Sections 6–9 and 11–16) will survive.

Entire Agreement. These Terms (including the Privacy Policy) are the entire agreement between you and Cielo regarding the Services.
Severability. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and be construed to achieve the original intent to the fullest extent permitted.
No Waiver. Our failure to enforce any provision will not be a waiver of our right to do so later.
Language. These Terms are in English. Any translation is provided for convenience, and the English version controls.

Questions about these terms? Contact us at tradingts@cielo.finance.