Terms of Use

These Terms of Use (the “Terms”) form a binding agreement between you (the “User”, “you”) and Gaduin Inc., a company incorporated under the laws of the Republic of Panama (the “Company”, “GADUIN”, “we”, “us”, “our”). By creating an account, accessing the website at gaduin.com, calling our REST or MCP interfaces, or otherwise using the GADUIN platform (the “Platform”), you confirm that you have read, understood and accepted these Terms in full.

If you do not accept these Terms, you must not access the Platform. Continued use of the Platform after any amendment constitutes acceptance of the amended Terms.

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given below.

2.1 “U.S. Person”

U.S. Person has the meaning given in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended, and includes, without limitation: any natural person resident in the United States; any partnership or corporation organised or incorporated under the laws of the United States; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and any partnership or corporation organised or incorporated under the laws of any foreign jurisdiction formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act.

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

2.2 “Sanctioned Person”

Sanctioned Person means any natural or legal person, organisation, entity, vessel or aircraft that is:

1. listed on, or owned or controlled (directly or indirectly) by a person listed on, the Specially Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, or any other restricted-persons list maintained by OFAC;
2. listed on the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European External Action Service (the “EU Consolidated Sanctions List”);
3. listed on the consolidated list of financial sanctions targets maintained by His Majesty’s Treasury Office of Financial Sanctions Implementation in the United Kingdom (the “UK HMT Sanctions List”);
4. listed on any equivalent restricted-persons list maintained by the United Nations Security Council, the Government of Canada, the Government of Australia, the Government of Switzerland or any other competent governmental or supranational body of competent jurisdiction; or
5. owned (directly or indirectly) by, controlled by, or acting on behalf of any of the persons described in (i)–(iv) above.

2.3 “Prohibited Jurisdiction”

Prohibited Jurisdiction means any of the jurisdictions, territories or regions listed in Schedule 1 to these Terms, as updated by us from time to time to reflect changes in applicable sanctions, export-control or licensing regimes.

2.4 “Prohibited Person”

Prohibited Person means any person that is: (i) a U.S. Person; (ii) a Sanctioned Person; (iii) ordinarily resident, domiciled or located in a Prohibited Jurisdiction; (iv) accessing the Platform from a Prohibited Jurisdiction or via technical means designed to disguise the origin of such access; or (v) any person whose use of the Platform would, in the reasonable opinion of the Company, expose the Company, its affiliates, officers, employees, contractors or shareholders to liability under any applicable law.

The Platform is offered only to natural persons who are at least eighteen (18) years of age (or the age of majority in their jurisdiction of residence, whichever is greater) and who have the full legal capacity to enter into binding agreements. The Platform may also be used by legal entities acting through duly authorised representatives.

You represent and warrant that you are not a Prohibited Person (as defined in Section 2), that you do not reside in and are not accessing the Platform from a Prohibited Jurisdiction, and that your use of the Platform does not violate any law or regulation applicable to you. You further warrant that you are not a U.S. Person within the meaning of Regulation S of the U.S. Securities Act of 1933 (as amended).

Each time you access or use the Platform you represent, warrant and undertake to the Company that:

1. you are not a Prohibited Person;
2. you are not a U.S. Person within the meaning of Regulation S of the U.S. Securities Act of 1933, you are not a citizen or resident of the United States, you do not hold a U.S. tax identification number, and you are not accessing the Platform from the United States, its territories or possessions;
3. you are not a Sanctioned Person and you are not acting, directly or indirectly, for the benefit or account of any Sanctioned Person;
4. you are not ordinarily resident, domiciled or located in a Prohibited Jurisdiction, and you are not accessing the Platform from a Prohibited Jurisdiction;
5. you are not using a virtual private network, proxy server, anonymising tool or any other technical means with the intent of disguising the origin of your traffic or circumventing geographic restrictions imposed by the Platform;
6. you have the full legal capacity to enter into these Terms in your own name and right and, where you are acting on behalf of a legal entity, you have authority to bind that entity;
7. the funds you use on the Platform are derived from lawful sources, are not the proceeds of any criminal activity, and are owned by you free of any security interest, lien, pledge or other encumbrance unless disclosed to us in writing;
8. you are not using the Platform for the purpose of laundering the proceeds of crime, financing terrorism, evading sanctions or facilitating any other unlawful purpose; and
9. you are not relying on any statement made by the Company or any of its affiliates, officers, employees, contractors or agents other than the statements expressly set out in these Terms and the related documents.

Each of these representations is given and repeated every time you place a trade, initiate a deposit, request a withdrawal or otherwise transact through the Platform.

To trade on the Platform you must register an account. Account creation requires a valid email address; certain features (including withdrawals above a de-minimis threshold) may require additional identification under our risk-based KYC programme. You agree to provide accurate, current and complete information and to keep it updated.

You are solely responsible for safeguarding your authentication credentials, including the magic-link inbox, the time-based one-time password (TOTP) seed used for two-factor authentication, and any backup codes issued at enrolment. Activity carried out under valid credentials is deemed your activity. You must notify us at once via [email protected] if you believe your account has been compromised.

We may, in our sole discretion and at any time, suspend or terminate any account where we reasonably suspect a breach of these Terms, a violation of applicable law, an unauthorised access event, or activity inconsistent with the platform’s rules of acceptable use.

The Platform offers event contracts — binary, all-or-nothing instruments that pay out one (1) unit of USDT per share if the referenced real-world event resolves in the way specified, and zero (0) USDT otherwise. Prices are formed automatically by an automated market maker and reflect the cumulative shares bought and sold.

Each market is bound to a public data source and a deterministic query at activation. The query, the data source, and the resolution rule are fixed at activation, shown on the market page, and cannot be amended once the market opens for trading. You acknowledge and agree that:

• Prices reflect aggregated participant demand, not a guarantee of any outcome.
• Markets close before the underlying event window opens; after close, no further trades are accepted.
• The minimum trade is one (1) USDT; the maximum is constrained by the automated market maker's liquidity parameter for that market.
• Settlement is automatic from the committed source. Where the source is unavailable, ambiguous or the event is cancelled, the market may be placed into a DISPUTED state and resolved by our review team within twenty-four (24) hours.
• We do not act as your counterparty in any trade. GADUIN operates a peer-to-pool market maker; your gains and losses are settled against the pool.

The event-contract tokens issued, traded and redeemed through the Platform are utility-like instruments designed to express and settle a binary outcome on a referenced real-world event. They are not securities, investment contracts, e-money, stored-value instruments or units in a collective investment scheme. They are not designed to be a vehicle for investment, speculation on the credit of the Company, or participation in the profits of the Company.

Each event-contract token has no intrinsic value outside the scope of the market in which it is issued. Settlement value is derived solely from the resolution of the referenced event against the committed data source and the deterministic resolution rule. Outside an open market on the Platform, the tokens are not redeemable and have no transfer mechanism.

The Platform supports deposits and withdrawals of USDT on Ethereum (ERC-20) only. Wrapped, bridged or synthetic variants of USDT are not supported and will not credit your balance.

By initiating a withdrawal you represent and warrant that the destination address is under your sole and exclusive control, that you are the beneficial owner of the funds, and that the withdrawal is not for the benefit of any U.S. Person, sanctioned party, or Prohibited Person. We may decline, hold or reverse any withdrawal that we determine, on reasonable grounds, would breach this representation or applicable law.

We do not charge a deposit fee. Network gas is borne by the sender. Withdrawals are subject to the published network fee and may be batched for efficiency.

Fees are published on the Platform and may be amended from time to time. Fees in force at the time a trade is placed apply to that trade. The Company may, at its discretion, rebate fees, run promotions or offer maker incentives; any such programme is described on the Platform and may be withdrawn without notice.

You agree not to:

1. Use the Platform in or from a Prohibited Jurisdiction or while you are, or knowingly act for, a Prohibited Person;
2. Use a virtual private network, proxy server, anonymising tool or any other technical means to disguise the origin of your traffic or to circumvent geographic restrictions;
3. Engage in market manipulation, wash trading, self-matching, spoofing, layering, front-running, or any conduct intended to create a false or misleading appearance of trading activity or price;
4. Use the Platform to launder the proceeds of crime, to finance terrorism, to evade sanctions or to facilitate any other unlawful purpose;
5. Scrape, mirror, copy or republish material portions of the Platform other than via the documented REST or MCP interface within the published rate limits;
6. Probe, scan or test the vulnerability of the Platform or breach any security or authentication measure, except under a responsible-disclosure programme published by us;
7. Open or operate more than one account for any individual identity, except where expressly authorised by us in writing.

Your access to and use of the Platform is conditional on your ongoing compliance with these Terms. Without limiting any other remedy available to us at law or under contract, we may at our sole discretion and without prior notice:

• refuse to open, suspend, freeze or close any account where we reasonably suspect a breach of these Terms, including by reference to IP geolocation, device fingerprinting, on-chain analytics or KYC data;
• refuse, hold, reverse or refund any deposit, trade, withdrawal or payout that we reasonably suspect to be in breach of these Terms or applicable law;
• report any suspected breach to the relevant regulator, law enforcement agency, financial intelligence unit or counterparty as required or permitted by applicable law;
• cooperate with valid legal process including subpoenas, court orders and freezing injunctions; and
• recover from any payout otherwise due to you any amount that we have paid or are liable to pay as a result of your breach of these Terms.

You may access the Platform via the published REST API or Model Context Protocol (MCP) server using credentials issued from the Account interface. Credentials are scoped — read,markets:trade, wallet:withdraw and full — and you are responsible for selecting the narrowest scope compatible with the agent’s intended function.

Actions executed by an authenticated agent are treated as your actions. You remain liable for trades, withdrawals and changes of state initiated by any agent operating with your credentials. We may revoke any API credential at any time where we reasonably suspect abuse, breach of these Terms, or activity that places the Platform or other users at risk.

13.1 Settlement disputes

If you believe a market has been incorrectly settled, you must notify us in writing at [email protected] within seven (7) calendar days of settlement, attaching evidence supporting your position. The Company will review the matter and respond within fifteen (15) business days. If the Company concludes that the market was incorrectly settled, it will reverse the settlement and re-resolve the market, restoring balances as though the corrected resolution had been applied from the start.

13.2 General disputes

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the LCIA under the LCIA Rules in force at the time of commencement, which Rules are deemed incorporated by reference. The seat of arbitration shall be Panama City, Republic of Panama; the language of arbitration English; the tribunal shall consist of one (1) arbitrator.

13.3 Class action waiver

You agree that any arbitration or proceeding shall be conducted on an individual basis and not as a class, consolidated or representative action. Multi-claimant arbitration is permitted only with the express written consent of both parties.

Nothing on the Platform constitutes investment advice, financial advice, legal advice, tax advice, an offer to sell, or a solicitation of an offer to buy any security or financial instrument. You are solely responsible for evaluating the merits, risks and regulatory treatment of any activity carried out through the Platform, and for any tax payable on gains. You should consult your own professional advisers before transacting.

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company disclaims all warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, and non-infringement.

Event contracts are speculative instruments. You acknowledge that you may lose all funds committed to a trade and that historical performance does not indicate future outcomes. You are solely responsible for assessing whether trading on the Platform is appropriate for your circumstances.

To the maximum extent permitted by applicable law, the Company’s aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statutory duty or otherwise, shall not exceed the greater of (a) the total fees paid by you to the Company during the twelve (12) months preceding the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000). In no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary or punitive damages.

You agree to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees, contractors and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by you of these Terms; (ii) any misrepresentation by you of the warranties given in Section 4; (iii) your use of the Platform in a Prohibited Jurisdiction or as a Prohibited Person; or (iv) any claim by a third party that your activity through the Platform infringed their rights.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict-of-laws principles.

We may amend these Terms — including the contents of Schedule 1, which we may update at any time to reflect changes in applicable sanctions regimes, export controls, licensing obligations or our risk assessment — at any time. Material amendments will be notified to you by email and posted to the Platform. The current version is always the version published at this URL. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Terms. If you do not accept an amendment, your sole remedy is to discontinue use of the Platform and withdraw any remaining balance.

The following jurisdictions, territories and regions are Prohibited Jurisdictions for the purposes of these Terms. Users who are ordinarily resident, domiciled or located in any of these jurisdictions, or who access the Platform from any of them, are Prohibited Persons and must not access, register for or transact through the Platform.

• The United States of America (including its territories and possessions)
• The Republic of Cuba
• The Islamic Republic of Iran
• The Democratic People’s Republic of Korea (North Korea)
• The Syrian Arab Republic
• The State of Libya
• The Republic of South Sudan
• The Republic of the Sudan (North Sudan)
• The Crimea region of Ukraine
• The so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine

This list mirrors and is informed by the comprehensive country and territory sanctions programmes administered by OFAC (with reference to the SDN List), the EU Consolidated Sanctions List, and the UK HMT Sanctions List, and is updated as those programmes evolve. We reserve the right to add or remove jurisdictions from this Schedule at any time in light of changes to applicable sanctions or our internal risk assessment. The most recent version of this Schedule will always be the version published at this URL.

Questions about these Terms should be directed to [email protected].