Legal

Terms of Service

Version 2026-08-04

JUICE EXCHANGE, LLC

MEMBER AGREEMENT

PLEASE CAREFULLY READ AND MAKE SURE YOU UNDERSTAND THIS ENTIRE MEMBER AGREEMENT, INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE, BEFORE CLICKING “I ACCEPT” TO INDICATE YOUR AGREEMENT TO BE BOUND BY THIS MEMBER AGREEMENT. CLICKING THE “I ACCEPT” BUTTON IS THE LEGAL EQUIVALENT OF YOU MANUALLY SIGNING THIS MEMBER AGREEMENT.

1. Introduction

Welcome to Juice Exchange, LLC (“JuiceX” or the “Exchange”), a U.S. Commodity Futures Trading Commission (“CFTC”) designated contract market (“DCM”). This Member Agreement sets out the terms and conditions pursuant to which an individual or entity (“You” or the “Applicant”) may acquire trading privileges on the Exchange. You must read and accept this Member Agreement, including all documents incorporated by reference, to trade on the Exchange.

2. Services

JuiceX will provide You with access to a platform for trade execution (the “Platform”) as provided in the JuiceX Rulebook and as required by the CFTC and applicable law, as well as related services (“the Services”). Services will only be provided by JuiceX pursuant to the terms of this Member Agreement.

3. Contracts Trading Risk Disclosure

There are numerous risks associated with trading on JuiceX and you hereby acknowledge and assume those risks. The risk of loss in trading Contracts on JuiceX can be substantial and is a highly speculative activity involving volatile markets. Trading may also incur fees, which will add to losses and may significantly reduce earnings. Each Contract listed on the Exchange has specific rules that dictate, in addition to the JuiceX Rulebook, terms including trading period, settlement, payout, outcome determination, among others. You are responsible for reading, understanding, and accepting the terms of an Contract prior to trading.

4. Electronic Trading Risk Disclosure

Trading through the internet or other dedicated lines of communication involves many interrelated systems, including hardware, software, telephonic, cable, and power generation, all of which are subject to failure or malfunction that may adversely affect the ability to trade, place or cancel orders, and see market data. In the event that the JuiceX system becomes

unavailable for a period of time, it may not be possible to enter new orders, execute existing orders, modify or cancel orders that were previously entered, or access market data. Although JuiceX and its third party provider(s) have taken precautions to prevent such an occurrence, if the JuiceX system or one of its components suffers a catastrophic failure, orders and their priority in the order queue may be lost. JuiceX bears no responsibility or liability for any effect on the ability to trade caused by any of the foregoing. You understand that at various times trading of a particular Contract on JuiceX may cease due to a lack of bids or offers and, on certain specific trading dates, an Contract will expire pursuant to its terms even if the JuiceX system is not accessible. You freely assume these risks and hold JuiceX, its affiliates, and their respective directors, officers, employees, and agents harmless against any such losses resulting from these risks.

You shall pay the fees and charges for the Services as specified from time to time on the JuiceX website (“Website”). The manner of acceptable payment methods, transfers, associated charges, and current fees for the Services are enumerated on the Website. JuiceX will notify You of any change to such fees and charges by means of written notice, and any such charges will be effective 10 days after JuiceX posts such amended fees on the Website. Following the expiration of such 10-day period, the fees schedule on the Website shall be deemed to be in full effect.

You will be bound by, and comply with, the rules and regulations established by JuiceX applicable to the Services contained in the JuiceX rules (as supplemented or amended from time to time, the “JuiceX Rulebook”). In the event of any conflict between this Member Agreement and the JuiceX Rulebook, the JuiceX Rulebook will govern.

You hereby consent to the jurisdiction of JuiceX. Upon prior written request of JuiceX, You will promptly (within Five Business Days, as defined in the JuiceX Rulebook) provide to JuiceX any such information as may be deemed necessary for its fulfillment of these Services. You hereby acknowledge and agree that You have received and read the JuiceX Rulebook.

You hereby agree and consent that JuiceX may utilize a Derivatives Clearing Organization (“DCO”) of its choosing for clearing services so long as that DCO is registered by and remains in good standing with the CFTC. In the event that JuiceX determines to change from one DCO to another, You hereby agree, unless You provide affirmative notice to the Exchange otherwise and timely close your account, that You consent to the change, and You consent to the movement of Your positions and Your funds from one DCO to another.

You hereby agree that You will not allow any person not identified to JuiceX to access or use the Services.

6. Representations and Warranties

You hereby represent, warrant and covenant to JuiceX, and each time You enter an order, effect a transaction or otherwise use the Service, you will be deemed by such act to represent, warrant and covenant to JuiceX that: if You are not a natural person, You are duly organized, validly existing and in good standing under the laws of Your jurisdiction of organization and each jurisdiction in which the nature or conduct of Your business requires such qualification; if You are an individual, You are of the age of majority in Your state of residence; You have all requisite legal authority and capacity to enter into this Member Agreement and to use the Services on Your own behalf and to perform Your obligations as a Member; You are and will be in

compliance with all material respects of the CEA, CFTC regulations and all other applicable laws, rules, regulations, judgments, orders and rulings of any governmental authority or self-regulatory organization, authority, agency, court or body, including the laws of any jurisdiction applicable to an order or transaction (collectively, “Applicable Law”) (including data protection and privacy laws and laws with respect to recording messages of Member employees, including providing and obtaining required notices or consents); and You are not statutorily disqualified from acting as a Member and there is no pending, or to the best of Your knowledge threatened, any action, suit or proceeding before or by any court or other governmental regulatory or self-regulatory body to which it is a party that seeks to affect the enforceability of this Member Agreement or Your ability to act as a Member.

7. Member Acknowledgements

You further acknowledge and agree that:

You will abide by and be subject to the JuiceX Rulebook, as now existing and as hereafter duly amended from time to time, including the obligation to submit to arbitration;

Your status as Member may be limited, conditioned, restricted or terminated by JuiceX in accordance with the JuiceX Rulebook;

This Member Agreement binds You and is enforceable against You;

This Member Agreement may be amended unilaterally by JuiceX upon notice to You. You will be deemed to agree to each such amendment if You do not terminate this Member Agreement prior to the effective date of the amendment;

You may fund Your account by ACH transmission. By confirming your transaction, You acknowledge your consent to debit your linked account via ACH. You acknowledge the nature of ACH transactions and that ACH transactions may incur additional fees. You further agree that JuiceX, in its sole discretion, may use any means by which JuiceX considers suitable to execute your ACH transfers, and that JuiceX may reject any ACH transfer request in the event of suspected fraud or other potential illicit activity. You understand that in the event of an ACH return or reversal, JuiceX may charge additional fees or temporarily restrict your account privileges. You further understand that an ACH debit transfer may be returned, reversed, or rejected for a variety of reasons, including, for example, a lack of sufficient funds or when the transaction is denied by the bank holding your external account. You agree that you are solely liable and responsible for any ACH fees that you incur for a returned, reversed, or rejected transaction.

You agree that in the event of an ACH return, reversal, or rejection of a debit transfer of funds that were utilized for trading, you will, upon JuiceX’s request, deposit at least the amount of the funds that were utilized for trading into your JuiceX account. You also agree to pay JuiceX for any fees, charges, or expenses incurred by JuiceX as a direct result of the reversal of Your ACH debit transfer in any manner directed by JuiceX.

You understand that within 60 days of your ACH transfer to fund your trading account, those funds may only be withdrawn to the external account from which they were debited.

You will maintain any records related to your trading that occur outside of the JuiceX platform, not including the audit trail information which is maintained by JuiceX on your behalf of Self-Clearing Members as that term is defined in the JuiceX Rulebook. For the sake of clarity, FCMs and IBs remain responsible for maintaining the audit trail information on behalf of their customers. Should you choose to maintain your own audit trail records, You will be subject to an annual audit trail review by the Exchange.

You will provide such other information as may be reasonably requested by JuiceX from time to time as may be necessary or desirable to verify Your qualifications as a Member, or for other regulatory purposes as required by the Exchange;

You authorize JuiceX to verify, on an initial and periodic basis, by investigation, the statements in the application materials provided to JuiceX, which may include a criminal background check, a review of Your credit report, and such other actions reasonably deemed necessary by JuiceX.

You authorize any governmental, regulatory or self-regulatory body, futures exchange, swap execution facility, securities exchange, national securities association, national futures association, bank or other entity (upon such entity’s showing of proper authority and need) any information JuiceX may have concerning You, and You hereby release JuiceX from any and all liability of whatsoever nature by reason of furnishing any such information;

You hereby authorize JuiceX to deduct from its account maintained on the books and records of JuiceX all fees or other charges accruing to You;

You will keep confidential all information related to Your account (“Member Account”), including but not limited to Your account number, except as necessary to perform JuiceX-related transfers;

You hereby declare that the statements in this Member Agreement and in any application materials provided by JuiceX are true, complete and accurate, and that You will promptly notify JuiceX in writing if any representation, warranty or covenant made herein changes or ceases to be true;

You will be solely responsible, at Your own risk and expense, for acquiring, installing and maintaining all equipment, hardware and software (other than applications, algorithms, software, interfaces or code that JuiceX may provide You pursuant to the terms of this Member Agreement for purposes of accessing and utilizing the Platform), and shall ensure that any systems, facilities, servers, routers, and other equipment and software used to access and transact on the Platform are at all times protected by, and at all times comply with, all applicable information security and firewall precautions, but at all times at a level of security not less than that prevailing in the industry; and

You acknowledge that failure to comply with this Member Agreement may, in JuiceX’s sole discretion, lead to suspension of Services or termination of this Agreement.

8. Investment of Member Funds

Except as prohibited by the regulations of the CFTC, all cash and other property in Your Member Account or otherwise held by JuiceX’s Derivatives Clearing Organization on Your behalf may, from time to time, without notice to You, be invested consistent with Commission Regulations 22.2(e)(1) and 1.25.

9. Indemnity

You hereby agree to indemnify and hold harmless JuiceX and its directors, officers, employees, members, affiliates and agents (each, a “Related Party”) from and against all expenses and costs and damages (including any legal fees and customary expenses), directly and actually incurred by JuiceX (including consequential damages awarded to the third party) as a result of third-party claims resulting from, in connection with, or arising out of Your use of the Services or Your activities or arising out of or relating to this Member Agreement, including any failure by

You, for any reason, fraudulent, negligent, or otherwise, to comply with Your obligations and requirements set forth in this Member Agreement. Within 10 Business Days after JuiceX receives written notice of a Claim that JuiceX reasonably believes falls within the scope of this paragraph, JuiceX will provide You with written notice of such claim; provided, however, that failure to provide such notice will not relieve You of its indemnity obligations hereunder except to the extent there has been a final determination (including exhaustion of any appeals) by a court or arbitrator of competent jurisdiction that the expense, cost or damage arose from JuiceX’s gross negligence, fraud or willful misconduct.

10. Limitations on Liability

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL JUICEX, ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, AND LICENSORS OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, STOCKHOLDERS, OR OWNERS OF ANY OF THE FOREGOING BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, TRADING LOSSES, LOSS OF ANTICIPATED

PROFITS OR GAIN RELATING IN ANY WAY TO TRADING, INCLUDING LOSS OF ANY TRADING INCENTIVE OR BONUS, LOSS BY REASON OF SHUTDOWN IN

OPERATION OR FOR INCREASED EXPENSES OF OPERATION, SPECIAL PUNITIVE DAMAGES, INCIDENTAL LOSS, LOST PROFITS, LOSS OF OPPORTUNITY, OR INDIRECT DAMAGES, ARISING FROM ANY CAUSE WHATSOEVER, INCLUDING CAUSES RELATED TO OR ARISING FROM YOUR USE OF THE PLATFORM, EVEN IN THE EVENT JUICEX OR ANY OF THE FOREGOING PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. YOU AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IN THE EVENT ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL COMBINED AGGREGATE LIABILITY OF JUICEX AND ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS TO YOU SHALL NOT, TAKEN TOGETHER WITH ANY LIABILITY OF THE CLEARINGHOUSE TO YOU RESULTING FROM THE ACTS OR OMISSIONS OF THE CLEARINGHOUSE OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, EXCEED $2,500 FOR ALL LOSSES FROM ALL CAUSES SUFFERED ON A SINGLE CALENDAR DAY, $5,000 FOR ALL LOSSES SUFFERED FROM ALL CAUSES IN A SINGLE CALENDAR MONTH, AND $50,000 FOR ALL LOSSES SUFFERED FROM ALL CAUSES IN A SINGLE CALENDAR YEAR.

You hereby grant JuiceX a worldwide, perpetual, irrevocable, royalty-free, full sublicensable and freely assignable license to store, use, copy, display, disseminate and create derivative works from: (1) the price and quantity data for each transaction entered into by You that is executed via the Services and (ii) each bid, offer and/or order provided via the Services by You. You acknowledge and agree that JuiceX may use such information for business, marketing and other purposes.

12. Termination

Subject to Applicable Law and the JuiceX Rulebook, JuiceX or You may terminate this Member Agreement by giving the other prior written notice. Termination of this Member Agreement will not affect liability accrued as of termination. Paragraph XI will survive termination of this Member Agreement and continue in full force and effect.

13. No Warranty

YOU UNDERSTAND THAT JUICEX, ITS AFFILIATES, AND ITS SOFTWARE, HARDWARE, AND SERVICE PROVIDERS PROVIDE THE JUICEX PLATFORM “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. JUICEX, ITS AFFILIATES AND ITS SOFTWARE, HARDWARE AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Complete Agreement

This Member Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Member Agreement. Nothing in this Member Agreement, expressed or implied, is intended to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this Member Agreement.

15. Severability

In the event that any one or more of the provisions contained in this Member Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

16. Counterparts

This Member Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Member Agreement by facsimile or other customary means of electronic transmission, including by PDF file, shall be as effective as delivery of an original signed counterpart of this Member Agreement.

17. Assignment

You may not assign this Member Agreement in whole or in part, without the prior written consent of JuiceX.

18. USA PATRIOT Act Notice

JuiceX hereby notifies You that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies You, which information includes Your name and address and other information that will allow JuiceX to identify You in accordance with the USA PATRIOT Act.

19. Governing Law

This Member Agreement will be governed by the laws of the Delaware. Any dispute between JuiceX and You arising from or in connection with this Member Agreement will be settled in accordance with the procedures set forth in the JuiceX Rulebook.

BY CLICKING “I ACCEPT” YOU HEREBY AGREE TO THE TERMS OF THIS JUICEX MEMBER AGREEMENT AND EXPRESSLY ACKNOWLEDGE THAT YOU HAVE RECEIVED, READ AND UNDERSTOOD ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE.

POLYMARKET CLEARING

INDIVIDUAL PARTICIPANT AND CLEARING MEMBER AGREEMENT

This Individual Participant and Clearing Member Agreement, as amended from time to time (“Agreement”), is entered into by and among QCX LLC d/b/a Polymarket US (“Polymarket US”), QC Clearing LLC d/b/a Polymarket Clearing (“Polymarket Clearing”, and together with Polymarket US, individually or collectively, as context may require, “PMUS”) and ___________________________ (“Participant”).
Capitalized terms not defined within this Agreement have the meaning set forth in the Polymarket US Rulebook, as may be amended from time to time, and/or the Polymarket Clearing Rulebook, as may be amended from time to time, as context may require.
This Agreement sets forth the terms and conditions under which (1) Polymarket US may grant Participant status as an Individual Participant and Trading Privileges as such and (2) Polymarket Clearing may grant Participant status as a Clearing Member and Clearing Privileges as such, in each case and at all times as provided in, subject to, and conditioned on compliance with this Agreement, the Polymarket US rules, as outlined in the Polymarket US Rulebook and as may be amended from time to time (the “Polymarket US Rules”), and the Polymarket Clearing rules, as outlined in the Polymarket Clearing Rulebook and as may be amended from time to time (the “Polymarket Clearing Rules” and, together with the Polymarket US Rules, the “Rules”).

I. PARTICIPANT ACKNOWLEDGMENTS AND OBLIGATIONS

  1. You will abide by and be subject to this Agreement, including any appendices and amendments hereto, the Rules, and Applicable Law. In the event of any conflict between this Agreement and the Rules, the Rules will govern. PMUS may limit, condition, restrict, suspend, and/or terminate your status as an Individual Participant and Clearing Member and your Trading Privileges and Clearing Privileges in accordance with the Rules.
  2. You consent to the jurisdiction of Polymarket US, as described in the Polymarket US Rules.
  3. You will become a Direct Access Participant and obtain Trading Privileges upon Polymarket US’s (a) approval of your application to become a Direct Access Participant in such form as Polymarket US may from time to time prescribe and (b) confirmation that the initial fee payable by you, if any, has been paid to Polymarket US.
  4. You will become a Clearing Member and obtain Clearing Privileges upon Polymarket Clearing’s (a) approval of your application to become a Clearing Member in such form as Polymarket Clearing may from time to time prescribe and (b) confirmation that the initial fee payable by you, if any, has been paid to Polymarket Clearing.
  5. Without limitation, all disciplinary actions, summary actions, suspensions, terminations, liquidations, and appeals shall be conducted exclusively in accordance with the applicable Rulebook.
  6. You are prohibited from entering an Order without sufficient funds in your Account to satisfy such Order if accepted or executed. Acceptance of an Order on the Trading System or Clearing System (collectively, the “System”) does not constitute a representation by PMUS that there are sufficient funds or collateral in your Account to satisfy such Order. You authorize PMUS, in its sole discretion and without prior notice to you, to cancel, reverse, liquidate, close out, or transfer any of your positions that are not sufficiently collateralized, as determined and set by PMUS in its sole discretion. In the event of such a cancellation, reversal, liquidation, closeout, or transfer, you authorize PMUS to sell, liquidate, or otherwise dispose of any cash or other assets held in your Account to satisfy any financial obligation accruing to you as a result thereof.
  7. You have no right to a refund, reversal, cancellation, or return of (a) the funds used to fund your Account(s) or (b) transactions marked as complete or pending, other than in a manner as may be described in the Rules. 6/22/2026 CONFIDENTIAL TREATMENT REQUESTED BY JUICE EXCHANGE, LLC - 2
  8. You agree that no PMUS employee, director, officer, agent, or Affiliate shall be liable to you for any commercially reasonable action taken in order to comply with the Rules or Applicable Law.
  9. You agree to promptly and in good faith cooperate fully with PMUS in all matters and provide to PMUS financial or other information as PMUS may reasonably request, including to verify your identity and qualifications as a participant, or as may be required for PMUS to respond to a request for information from the CFTC, the National Futures Association or any other governmental agency or self-regulatory organization (each, a “Regulatory Authority”). You further authorize any Regulatory Authority, bank or other entity to furnish to PMUS, upon request, any information such entity may have concerning you, and you release such entity from liability for furnishing such information; and you authorize PMUS to make available to any Regulatory Authority, bank, Person or other entity (upon such body’s showing of proper authority and need) any information PMUS may have concerning you, subject to Applicable Law.
  10. You agree to monitor all of your Orders and open positions until PMUS confirms execution or cancellation. You are solely responsible for monitoring your Account(s) and the status of any open Orders or positions in such Account(s) and for ensuring the correct execution of your transactions. PMUS is not responsible for any loss due to your failure to cancel or replace an Order prior to execution.
  11. You pledge to Polymarket Clearing a first‐priority security interest in all collateral transferred to or deposited with Polymarket Clearing and authorize Polymarket Clearing to transfer and apply such collateral in accordance with the Rules.
  12. You acknowledge and agree that any cash or other property that Polymarket Clearing holds for or on your behalf may, from time to time and without prior notice, be invested or commingled by Polymarket Clearing, as permitted by CFTC Regulations 1.25 and 39.15(e), and, to the extent applicable, Part 22.
  13. You will not access or use the System to post or transmit any messages or content that violates any Applicable Law. You agree that PMUS in its discretion may limit your volume of messaging traffic (e.g., messages per second submitted by you to PMUS).
  14. You will promptly notify PMUS in writing if the information provided in or pursuant to this Agreement, your PMUS Individual Participant/Clearing Member Application (the “Participant Application”), the form of which is attached hereto as Appendix A, the Rules, or otherwise is no longer materially accurate or complete.
  15. You authorize PMUS and its agents, in their sole discretion, to make or obtain reports concerning your financial condition and business conduct.
  16. You are solely responsible, at your own risk and expense, for acquiring, installing, and maintaining all equipment, hardware, and software (other than any equipment, hardware, and software that PMUS may provide to you pursuant to this Agreement) required to connect to the System. You are responsible for keeping your systems that are connected to the System, including all equipment, hardware, and software, secure at all times from unauthorized access or use. You agree to provide PMUS with such information as it may request regarding your system’s security, including, but not limited to, any cybersecurity testing results, and to allow PMUS, upon reasonable notice to you, to audit your system’s security.
  17. You shall comply with all conformance tests and procedures required by Polymarket US when connecting to the System via API. You shall not access or use the System in a live production environment unless and until you have received written approval to do so from Polymarket US. You shall be responsible and liable for any errors or failure in your implementation of the API.
  18. PMUS may make any modifications, improvements or additions to the System or any part or parts thereof in its sole discretion.
  19. You will not access any functionality or product that requires Eligible Contract Participant (as defined in section 1a(18) of the CEA) status unless you qualify as an Eligible Contract Participant and have completed the Eligible Contract Participant Questionnaire attached to the Participant Application, with supporting documentation acceptable to PMUS.
  20. All data and information available via the System is proprietary to PMUS and may be accessed and used solely as permitted by this Agreement, the Rules, and Applicable Law. Such data and information may not be redistributed except as PMUS expressly permits.
  21. You consent to the electronic delivery of all tax forms, including, without limitation, IRS Form 1099-B. CONFIDENTIAL TREATMENT REQUESTED BY JUICE EXCHANGE, LLC - 3
  22. You agree to maintain the strict confidentiality of your login credentials, including but not limited to usernames, passwords, PINs, security tokens and any other authentication information associated with your account. You shall not, under any circumstances, share, disclose, provide or otherwise make available your login credentials to any other person or entity. You acknowledge you are solely responsible for all the activity conducted through your account. Any unauthorized access or breach resulting from your failure to maintain the confidentiality of their credentials may result in disciplinary action, termination of access, or other remedies available under this agreement or applicable law.

II. REPRESENTATIONS AND WARRANTIES

You hereby represent, warrant, and covenant, and each time you enter an Order, effect a transaction, or otherwise use or access the System, you will be deemed by such act to represent, warrant, and covenant the following:

  1. You are a natural person, at least 18 years of age, having attained the age of majority in your state and/or country of residence, with the legal capacity to enter into this Agreement and carry out your obligations hereunder.
  2. Assuming due authorization, execution, and delivery, this Agreement constitutes a legal, valid, and binding obligation, enforceable against you in accordance with its terms, and your execution and delivery of this Agreement and performance of your obligations hereunder does not and will not violate or conflict with any governing document, Applicable Law, judgment, decree, order, or agreement to which you or your property is subject.
  3. You have all requisite power and authority, including all required approvals and licenses, if any, to (a) enter into this Agreement and to carry out your obligations hereunder and (b) open accounts and effect transactions in commodities, swaps, futures, and options.
  4. You have adequate financial resources to carry out your obligations under this Agreement.
  5. You satisfy all applicable eligibility, financial, and operational requirements set forth in this Agreement and the Rules.
  6. You have made to PMUS all disclosures (including any regarding statutory disqualification or prohibition) required by this Agreement and Applicable Law. Specifically, you represent that you are not subject to a statutory disqualification as defined under Sections 8(a)(2) or 8(a)(3) of the Commodity Exchange Act and there are no pending regulatory, criminal, or civil proceedings against you that could reasonably be expected to result in a statutory disqualification as described above.
  7. All financial or other information you provide to PMUS or its agents in connection with or pursuant to this Agreement, the Participant Application, the Rules, or otherwise, is accurate and complete in all respects.
  8. You are not domiciled, a resident of, or located in any jurisdiction in which access to, use of, or trading on the System is prohibited under Applicable Law or by PMUS policy. Without limiting the foregoing, you acknowledge and agree that you are prohibited from accessing, using, or trading Contracts on the System if you are domiciled, a resident of, or located in: (a) any country, territory, or region that is the target of comprehensive economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (including, but not limited to: Cuba, Iran, North Korea, the Crimea region of Ukraine, the so- called “Donetsk People’s Republic,” and the so-called “Luhansk People’s Republic”); (b) any jurisdiction identified from time to time by the Financial Action Task Force (“FATF”) on its lists of High-Risk Jurisdictions subject to a Call for Action (the FATF “black list”) or Jurisdictions under Increased Monitoring (the FATF “grey list”), as published by FATF on its official website and incorporated herein by reference without enumeration; or (c) any jurisdiction that has imposed a national prohibition or warning on the marketing, distribution, or sale to retail clients of products comparable to the Contracts, including retail binary options. PMUS may revise its policies and update the jurisdictions covered by this Section II.8, without notice to you, to reflect changes in law, regulation, sanctions, supervisory guidance, or risk assessment, and may block or terminate access accordingly.

III. PARTICIPANT DEFAULT

  1. The occurrence of any of the following events will constitute a “Default” under this Agreement: CONFIDENTIAL TREATMENT REQUESTED BY JUICE EXCHANGE, LLC
    a. You breach or fail to timely perform any of your material duties or obligations under this Agreement or the Rules, or otherwise in respect of any Contract;
    b. You fail to deposit or maintain any required collateral or fail to make any other payment required with respect to any Contract;
    c. Any representation or warranty made by you hereunder, including all documents incorporated by reference, is not or ceases to be accurate and complete in any material respect;
    d. A case in bankruptcy is commenced, or a proceeding under any insolvency or other law for the protection of creditors or for the appointment of a receiver, trustee, or similar officer is filed, by or against you;
    e. Any warrant or order of attachment is issued against any of your accounts or a judgment is levied against any such account; or
    f. You fail to provide adequate assurances acceptable to PMUS after PMUS has requested that such assurances be provided within a reasonable period of time under the circumstances, whenever PMUS considers such assurances necessary for the protection of PMUS, its Participants, Clearing Members, and/or the Polymarket US market.
  2. Upon the occurrence of a Default, PMUS shall have the right, without limitation, except as provided in the Rules, to take one or more of the following actions:
    a. Close out any or all open Contracts;
    b. Cancel any of your outstanding Orders;
    c. Treat any and all of your obligations to PMUS as immediately due and owing;
    d. Set off any PMUS obligation to you against any of your obligations to PMUS;
    e. Require liquidation of collateral held in your Account(s) to satisfy your obligations to PMUS;
    f. Terminate any or all of PMUS’s obligations for future performance with respect to your Account(s);
    g. Terminate or suspend your access to the System; and/or
    h. Proceed with any other appropriate action in accordance with the Rules.

IV. FEES AND OTHER CHARGES

You shall promptly pay all fees and charges as specified from time to time on PMUS’s websites or otherwise communicated to you when due. You authorize PMUS to deduct all fees or other charges accruing to you directly from your Account(s).

V. INDEMNITY

You hereby agree to indemnify and hold harmless PMUS and their directors, officers, employees, members, affiliates, and agents from and against all expenses and costs and damages (including any legal fees and customary expenses), directly and actually incurred (including consequential damages awarded to a third party) as a result of all third-party claims resulting from, in connection with, or arising out of your use of the System and your activities arising out of or relating to this Agreement, including any failure by you, for any reason, to comply with (1) your obligations under, (2) the requirements set forth in, or (3) the agreements, representations, warranties, or covenants contained in this Agreement. Within 10 Business Days after Polymarket US or Polymarket Clearing receives written notice of a claim that it reasonably believes falls within the scope of this paragraph, PMUS will provide you with written notice of such claim; provided, however, that failure to provide such notice will not relieve you of your indemnity obligations hereunder except to the extent you are materially prejudiced thereby. In the event that you are materially prejudiced by any such failure, you will not be responsible for those expenses, costs, and damages that PMUS incurs solely as a result of such failure. Your indemnity obligation will not apply to the extent there has been a final determination (including exhaustion of any appeals) by a court or arbitrator of competent jurisdiction that the expense, cost, or damage arose solely and directly from PMUS’s gross negligence, fraud, or willful misconduct.

VI. LIMITATION OF LIABILITY; LIMITED WARRANTY

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL PMUS, THEIR AFFILIATES, SUBSIDIARIES, SUPPLIERS, AND LICENSORS AND ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, STOCKHOLDERS, OR OWNERS OF ANY OF THE FOREGOING BE LIABLE FOR CONFIDENTIAL TREATMENT REQUESTED BY JUICE EXCHANGE, LLC - 5 ANY CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS OR GAIN RELATING IN ANY WAY TO TRADING, INCLUDING LOSS OF ANY TRADING INCENTIVE OR BONUS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR FOR INCREASED EXPENSES OF OPERATION, SPECIAL PUNITIVE DAMAGES, INCIDENTAL LOSS, LOST PROFITS, LOSS OF OPPORTUNITY, OR INDIRECT DAMAGES, ARISING FROM ANY CAUSE WHATSOEVER, INCLUDING CAUSES RELATED TO OR ARISING FROM YOUR USE OF THE SYSTEM, EVEN IN THE EVENT PMUS OR ANY OF THE FOREGOING PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. YOU AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IN THE EVENT ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, PMUS’S AGGREGATE MAXIMUM LIABILITY RELATED TO OR ASSOCIATED WITH YOUR USE OF THE SYSTEM SHALL IN NO EVENT EXCEED THE LESSER OF (1) THE PURCHASE PRICE OF ANY OF YOUR ASSETS PURCHASED VIA THE SYSTEM AND ASSOCIATED WITH THE CLAIM; OR (2) THE TOTAL FUNDS YOU HAVE DEPOSITED TO THE SYSTEM PRIOR TO MAKING A CLAIM. PMUS, ITS AFFILIATES, SUBSIDIARIES, AND SOFTWARE, HARDWARE, AND SERVICE PROVIDERS PROVIDE THE SYSTEM “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PMUS, ITS AFFILIATES, SUBSIDIARIES, AND ITS SOFTWARE, HARDWARE, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER THE COMPANY (INCLUDING ITS AFFILIATES AND ANY CONTRACTORS AND SUBCONTRACTORS PROVIDING SERVICES TO THE COMPANY) NOR ANY COMPANY PERSONNEL MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO ANY PARTICIPANT OR ANY PERSON ASSOCIATED WITH A PARTICIPANT (INCLUDING ANY AUTHORIZED USER) FOR, THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE TRADING SYSTEM OR THE COMPANY OR THE CLEARINGHOUSE, DELAYS, OMISSIONS OR INTERRUPTIONS IN EXCHANGE SERVICES OR CLEARINGHOUSE SERVICES OR THE CREDITWORTHINESS OF ANY OTHER PARTICIPANT OR ANY PERSON ASSOCIATED WITH A PARTICIPANT.

VII. ELECTRONIC TRADING RISK DISCLOSURE; MARKET INFORMATION

There are numerous risks associated with the Contracts traded through PMUS and with the System itself. Notwithstanding said risks, you assume the financial and other known risks involved in trading these Contracts. The risk of loss in trading Contracts on PMUS can be substantial and is a highly speculative activity involving volatile markets. Trading through the Internet or other dedicated lines of communication involves many interrelated systems, including hardware, software, telephony, cable, and power generation, all of which are subject to failure or malfunction that may adversely affect the ability to trade. During any time that PMUS is inaccessible for whatever reason, Orders may not be entered, cancelled, or modified. Additionally, although PMUS and its systems provider(s) have taken precautions, such as redundant systems, to prevent such an occurrence, if the System suffers a catastrophic failure, there is a chance Orders and their priority in the Order queue could be lost. PMUS is not responsible or liable for any effect on the ability to trade caused by any malfunction of the Internet, computing systems, or their related components. You understand that at various times trading of a particular Contract on Polymarket US may cease due to a lack of bids or offers for that Contract and, on certain specific trading dates, a Contract will expire pursuant to its terms even if the System is not accessible. You freely assume these risks and hold PMUS, their affiliates and their respective directors, officers, employees, and agents harmless against any such losses resulting from these risks. YOU ACKNOWLEDGE AND ASSUME THE RISKS OF TRADING AND SYSTEMS USE AS DESCRIBED IN THIS AGREEMENT, THE RULES, POLYMARKET US’S RISK DISCLOSURE STATEMENT, ANY OTHER PMUS POLICY, AND PMUS’S WEBSITES.

VIII. NO INVESTMENT ADVICE OR RECOMMENDATIONS

Participant hereby acknowledges and agrees that PMUS provides no legal, tax, investment, financial, or other advice, and nothing contained in this Agreement, the Rules, or the System constitutes a solicitation, recommendation, endorsement, or offer by PMUS to buy or sell any commodity derivative, future, option or swap. Participant assumes the sole responsibility of evaluating the merits and risks associated with the use of the System.

IX. NOTICE

You consent to receive all communications, including but not limited to, any correspondence relating to your Account(s), Trading Privileges, Clearing Privileges; and any other written communication by electronic mail (“email”) to the email address(es) provided by you with this Agreement and/or the Participant Application and through postings on PMUS’s website. You shall provide a valid, active email address upon enrollment or registration and represent you have full authority to use and access the email address provided. It is your sole responsibility to ensure that their email address on file is current and accurate at all times. You agree to promptly notify PMUS of any change to your email address by updating your account information. PMUS shall not be liable for any failure to deliver communications resulting from an outdated, invalid, or inaccessible email address provided by you. You are also encouraged to periodically review PMUS’s website for any posted notices or updates that may affect your Account or obligations. PMUS shall not be liable for any failure to deliver communications resulting from an outdated, invalid, or inaccessible email address or from your failure to review website postings in a timely manner. You acknowledge that communications sent to the email address on file shall be deemed received and effective upon transmission, and that website postings shall be deemed received and effective upon the date they are made publicly available on PMUS’s website, regardless of whether you access or read the communication.

X. TERMINATION

PMUS or you may terminate this Agreement at any time by providing written notice to each other party. In the event of such termination, PMUS will immediately close and settle all of your outstanding positions in such manner as PMUS sees fit. Termination of this Agreement will not affect any accrued rights or liabilities relating to any transaction effected prior to termination, or any right or remedy available to PMUS. You will remain responsible to PMUS for payment of all amounts owing to PMUS and any deficiency remaining in your Account or otherwise upon or following termination of this Agreement.

XI. MISCELLANEOUS

  1. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Each party agrees that electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record. Delivery of an electronic signature to this Agreement shall be as effective as delivery of an original signed counterpart of this Agreement.
  2. Interpretation.
    a. “You” and “your” refer to Participant.
    b. References to the “parties” means Polymarket US, Polymarket Clearing and Participant and their respective successors and permitted assigns. References to a “party” means any one of Polymarket US, Polymarket Clearing or Participant and its respective successors and permitted assigns, as context indicates.
    c. References in this Agreement to a Section or Appendix are references to a Section or Appendix of this Agreement unless otherwise indicated.
    d. Use of the words “include”, “included”, “includes” or “including” as used herein shall be deemed in each case to be followed by the phrase “without limitation,” or phrase “but not limited to”, if not expressly followed by such phrase.
    e. The word “all” includes “any” and the word “any” includes “all.”
    f. Headings shall be ignored in interpreting this Agreement.
    g. In the event of a conflict between this Agreement and the Rules, the Rules govern, and Participant waives any argument that this Agreement limits or impairs PMUS’s authority under the Rules or Applicable Law.
  3. Survival. Sections I.2, IV, V, VI, VII, X, XI.4, XI.6, and XI.9 (Miscellaneous – Severability) will survive termination of this Agreement and the suspension or restriction of your access to the System and continue in full effect. Sections I and II will survive termination of this Agreement and the suspension or restriction of your access to the System and continue in full effect solely to the extent they relate to or arise out of acts, omissions, events, or obligations occurring prior to the effective date of termination of this Agreement.
  4. Data Use. You hereby grant PMUS a worldwide, perpetual, irrevocable, royalty-free, full sublicensable and freely assignable license to store, use, copy, display, disseminate and create derivative works from: (i) the price and quantity data for each transaction entered into by you that is executed via the System and (ii) each bid, offer and/or order provided entered into the System by you. You acknowledge and agree that PMUS may use such information for business, marketing and other purposes, provided that such information, to the extent publicly disseminated, shall only be publicly disseminated in aggregated and anonymized form.
  5. USA PATRIOT Act Notice. PMUS hereby notifies Participant that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies Participant, which information includes the name and address of Participant and other information that will allow PMUS to identify Participant in accordance with the USA PATRIOT Act.
  6. Governing Law/Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Any dispute arising from or in connection with this Agreement will be subject to the dispute resolution procedures in the Polymarket US Rulebook or the Polymarket Clearing Rulebook, as applicable.
  7. Assignment. Participant may not assign this Agreement, nor any rights, interests, or other obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of PMUS, and any such assignment without such prior written consent shall be null and void.
  8. Amendments. This Agreement may be amended unilaterally by PMUS upon notice to you. You will be deemed to agree to each such amendment if you do not terminate the Agreement prior to the effective date of the amendment.
  9. Severability. In the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
  10. Complete Agreement. This Agreement, including all appendices and all documents incorporated herein by reference, constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any person (other than the parties hereto and their respective successors and assigns permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this Agreement.