v1.6 Updated Oct 10, 2026 Part of the Terms by reference
ULTRAMINT — MARKET CREATOR AGREEMENT
Operator: Vivaach SRL, Costa Rica
Version: v1.6 [DRAFT]
Effective date: [insert on publication]
This Market Creator Agreement (this "Agreement") is a binding contract between you and Vivaach SRL (the "Platform"). By creating a market on the ULTRAMINT platform, you accept and agree to be bound by this Agreement, the ULTRAMINT Terms of Service, the Market Creator Policy, and all policies incorporated by reference into those documents.
Capitalized terms used but not defined in this Agreement have the meanings given in the Terms of Service. In the event of conflict between this Agreement and the Terms of Service, the Terms of Service control (Terms of Service §7.1).
Structure of this Agreement:
- Part 1 — Creator Standards, Eligibility, and Prohibited Categories (§§1–4)
- Part 2 — Fees, Clawbacks, Emergency Interventions, and Creator Indemnification (§§5–10)
- Schedule A — Members only Markets / Pure Creator Discretion (§§11–15)
PART 1 — CREATOR STANDARDS, ELIGIBILITY, AND PROHIBITED CATEGORIES
1. Creator Representations and Warranties of Eligibility
1.1 Legal Capacity
(a) You represent and warrant that you are a natural person of at least eighteen (18) years of age (or the age of majority in your jurisdiction of residence, if higher), and that you have the full legal capacity, right, and authority to enter into and be bound by this Agreement.
(b) If you are creating a market on behalf of an entity — including a corporation, partnership, trust, decentralized autonomous organization, or other legal or de facto entity — you represent and warrant that you have full authority to bind that entity, and "you" in this Agreement refers to both you individually and the entity on whose behalf you act. Both you and the entity are jointly and severally liable for all obligations under this Agreement.
1.2 Platform Eligibility
(a) You represent and warrant that you meet all eligibility requirements set forth in the Terms of Service (§4.1), including without limitation that:
(i) you are not a citizen, resident, or national of, and are not physically located or present in, any Restricted Jurisdiction as defined in the Terms of Service (§4.2), including the United States of America and its territories;
(ii) you are not a US person — you are not a United States citizen, United States resident, or otherwise subject to the jurisdiction of the United States, regardless of your current physical location;
(iii) you are not named on, owned or controlled by any person named on, or acting on behalf of any person named on, any sanctions list — including the OFAC Specially Designated Nationals and Blocked Persons List, the EU Consolidated Sanctions List, the UK Sanctions List, or any equivalent list — and you are not otherwise the target of any applicable economic or trade sanctions (Terms of Service §4.1(d)); and
(iv) your creation and resolution of markets on the Platform does not violate any law applicable to you, and any funds or assets you use on the Platform are lawfully owned by you and derived from legitimate sources.
1.3 No Blocked-Entity Agency
(a) You represent and warrant that you are not creating any market on the Platform on behalf of, for the benefit of, at the direction of, or in coordination with:
(i) any person or entity that is itself ineligible to use the Platform under the Terms of Service (§4.1-4.2);
(ii) any person or entity that is the target of sanctions described in Section 1.2(a)(iii) above;
(iii) any person or entity located in, organized under the laws of, or operating from a Restricted Jurisdiction; or
(iv) any person or entity that has been suspended, terminated, or banned from the Platform.
(b) You acknowledge that creating a market as an agent, proxy, or front for an ineligible or sanctioned person or entity constitutes a material breach of this Agreement and the Terms of Service, and constitutes fraudulent access under the Terms of Service (§4.4), regardless of your own eligibility.
1.4 No Manipulation Purpose
(a) You represent and warrant that you are not creating any market for the purpose of:
(i) market manipulation — including creating a false, misleading, or artificial appearance of activity, volume, liquidity, price, or market interest (Terms of Service §3.2);
(ii) wash trading or fictitious volume — including staking through multiple addresses, accounts, or entities under your ownership, control, or coordination to inflate a market's recorded volume or influence any volume-dependent economic term (Terms of Service §3.6);
(iii) sybil conduct — including creating, controlling, or using multiple accounts, wallets, identities, or personas to simulate independent participation, evade position limits, or manipulate protocol rewards (Terms of Service §3.7); or
(iv) any other deceptive, manipulative, or fraudulent scheme, practice, or course of conduct prohibited by the Terms of Service (§3); or
(v) any purpose that is unlawful under any law applicable to you, or that is intended to facilitate, further, conceal, or benefit from any unlawful act, whether by you or by any other person.
(b) You further represent and warrant that you are not creating or using any market on the Platform for any unlawful purpose, and that you will not do so. Your creation and resolution of markets are, and will remain, for lawful purposes only.
1.5 Accuracy of Information
(a) You represent and warrant that all identity information, contact information, account information, and any other information you have provided or will provide to the Platform — including your email address, any information provided during onboarding, and any information submitted in connection with market creation — is accurate, current, and complete.
(b) You agree to promptly update any such information if it becomes inaccurate or incomplete at any time.
(c) Any material inaccuracy in the representations under this subsection constitutes an independent breach of this Agreement, entitling the Platform to all sanctions described in the Market Creator Policy (§3) and the Terms of Service (§3.9, §4.6).
1.6 Continuing Nature of Representations
(a) Each representation and warranty in this Section 1 is made at the time you accept this Agreement and is deemed continuously repeated on each occasion you create a market, resolve a market, or take any action on the Platform in your capacity as a market creator.
(b) If any representation or warranty in this Section becomes untrue or inaccurate at any time, you must immediately cease creating and resolving markets, notify the Platform, and comply with any directions the Platform may give.
2. Duty of Obvious and Unambiguous Market Design
2.1 Resolution Criteria Standards
(a) Before publishing any market on the Platform, you shall draft resolution criteria that are:
(i) objective — stated in terms that do not depend on the subjective opinion, preference, or interpretation of any single person (except where the market is a Mode B market and the Creator is the designated Resolver, in which case the criteria must still describe the factual question the Creator's determination addresses);
(ii) unambiguous — stated with sufficient specificity that a reasonable, informed person could determine, on the basis of the stated criteria alone, whether each possible outcome has or has not occurred;
(iii) time-bound — referencing a stated end date or a clearly defined triggering event after which resolution is expected; and
(iv) verifiable — capable of being evaluated against publicly available information, a designated data source, or the designated Resolver's determination (for Mode B markets), such that the resolution can be independently assessed.
(b) You acknowledge that you bear sole responsibility for the quality, clarity, and enforceability of your resolution criteria. Poorly drafted criteria that lead to ambiguous outcomes, participant confusion, or unresolvable markets may constitute grounds for the Platform to void the market under the Market Creator Policy (§2.1) and to impose sanctions under Section 3 of the Market Creator Policy.
2.2 Prohibited Resolution Criteria
(a) You shall not publish a market with resolution criteria that are:
(i) inherently subjective to a degree that makes objective resolution impossible — for example, "Will this movie be good?" without a designated evaluator, scoring system, or verifiable metric;
(ii) vague or open-ended as to time — for example, "Will X ever happen?" without a stated end date or deadline by which the question must be answered;
(iii) impossible to verify against any publicly available information, designated data source, or identified evaluator — for example, criteria that depend on private knowledge, secret deliberations, or information that does not and cannot exist;
(iv) self-referential or circular — for example, "Will this market resolve to YES?" or criteria whose outcome depends on the resolution itself;
(v) designed to guarantee a predetermined outcome regardless of real-world events — for example, criteria that are tautologically true or false, or criteria structured so that the Creator controls every variable; or
(vi) intentionally misleading — designed to create a false impression of what the market is about, to exploit an ambiguity in the criteria's wording for the Creator's financial benefit, or to produce a resolution that a reasonable participant would not expect based on the market's stated question.
2.3 Time-Bound Requirement
(a) Every market you create must include a stated end date — a specific calendar date or a clearly defined triggering event — after which resolution is expected.
(b) Open-ended markets without any time boundary (e.g., "Will X eventually happen?") are prohibited. Where the triggering event is uncertain in timing, the resolution criteria must include a backstop date by which the market will resolve to a default outcome or be eligible for void.
2.4 Screening; No Pre-Approval by the Platform
(a) The Platform applies best-efforts content screening through its creation interface, including to authoritative Members only markets, but does not guarantee, verify, or editorially vouch for your resolution criteria or warrant detection of every deficiency. Screening does not alter the creator's sole authority over an Authoritative market's on-chain resolution (Acceptable Use / Prohibited Markets Policy §1.2 and Schedule A, §13).
(b) Neither the Platform's application of any screening to your market, nor its acceptance of your market for listing, nor the absence of any screening or rejection, constitutes:
(i) a representation that your criteria are adequate, clear, unambiguous, or resolvable;
(ii) approval of your market's subject matter or compliance with this Agreement or the Acceptable Use / Prohibited Markets Policy; or
(iii) a waiver of the Platform's right to void, de-list, or take enforcement action against the market at any later time.
(c) You bear sole responsibility for ensuring your market's resolution criteria comply with this Section 2, the Acceptable Use / Prohibited Markets Policy, and applicable law. Any screening the Platform may apply does not shift that responsibility to the Platform.
3. Obligation to Resolve in Good Faith
3.1 Good-Faith Resolution Commitment
(a) Where you serve as the designated Resolver of a market (Mode B — Authoritative / Creator-Resolved), you are contractually obligated to resolve the market:
(i) with integrity — exercising honest, good-faith judgment consistent with the Platform's market-integrity standards and without subordinating the accuracy of the resolution to any personal interest, including any position you hold in the market;
(ii) accurately — in accordance with the genuine, real-world outcome as it actually occurred, to the best of your knowledge and information; and
(iii) in strict accordance with the market's stated resolution criteria — resolving to the outcome that the criteria, properly applied, indicate.
(b) You shall not: (i) resolve a market other than in good faith and in accordance with the market's stated resolution criteria and the genuine, real-world outcome; (ii) knowingly resolve a market to a false or fabricated outcome, or otherwise dishonestly, in order to benefit a position held by you or any Related Person (as defined in the Market Creator Policy §1.4(a)); or (iii) take any action to manipulate, procure, or distort the underlying real-world event or its reporting (Terms of Service §3.4(d)).
(c) Conduct in violation of this Section is a market-integrity violation subject to investigation and enforcement under the Terms of Service (§3.9) and the Market Creator Policy (§3).
3.2 Resolution Window and Mechanics
(a) The resolution window, resolution method, void mechanics, and associated Platform discretionary authority are set forth in the Terms of Service (§§2.1-2.4, 2.6, 3.4(c)) and the Market Creator Policy (§2). Those provisions are incorporated by reference into this Agreement and apply in full.
(b) You acknowledge that you have reviewed and understood those provisions, including the Platform's discretionary void power, the structural irreversibility of settled markets, and the yield-venue caveat described in the Market Creator Policy (§2.3(b)(iv)).
3.3 Conflict of Interest — Permitted Positions with Disclosure
(a) Under the Terms of Service (§3.4(a)), a market creator who serves as the Resolver of a Mode B market is permitted to hold a position in that market. Holding a position does not, by itself, constitute a violation of this Agreement.
(b) Every Mode B market must display, and you agree that it will display, the following mandatory disclosure on the market card before any participant takes a position (Terms of Service §3.4(b)):
"This market is resolved by its creator, who may hold a position."
(c) The existence of this disclosure does not relieve you of your obligation to resolve with integrity, accurately, and in strict accordance with the market's stated resolution criteria. The disclosure addresses participants' informed consent to the conflict of interest; it does not authorize you to resolve dishonestly, inaccurately, or in bad faith.
3.4 Prohibited Position-Taking Conduct
(a) Notwithstanding the permitted position-holding described in Section 3.3, the following conduct is expressly prohibited and constitutes a market-integrity violation:
(i) Undisclosed Controlled-Wallet positions. Taking any position in a market you create through any Controlled Wallet (as defined in the Market Creator Policy §1.4(a)) unless that position — including its direction and the wallet address through which it is held — is disclosed to the Platform before the market resolves. The full prohibition, disclosure requirements, representation at resolution, and behavioral-analysis presumption are set forth in the Market Creator Policy (§1.4), which is incorporated by reference.
(ii) Insider-knowledge trading. Trading on your knowledge of how you intend to resolve the market, or on any other Material Non-Public Information (as defined in the Terms of Service §3.3) regarding the market's resolution, where that knowledge is not available to other participants. Your resolution intent is MNPI; trading on it — directly or through any Related Person — is prohibited under the Terms of Service (§3.3).
(iii) Coordinated undisclosed positions. Coordinating, arranging, or facilitating undisclosed position-taking by any Related Person or any other person acting at your direction, on your behalf, or in concert with you, in any market you create. This prohibition is in addition to the general anti-sybil and anti-collusion provisions of the Terms of Service (§§3.7, 3.2).
(b) For the avoidance of doubt: holding a disclosed position in your own Mode B market is permitted. What is prohibited is the use of undisclosed wallets, insider knowledge, or coordinated schemes to extract value beyond what your disclosed position and stated resolution criteria would produce.
(c) The prohibitions in this Section 3.4, together with your good-faith resolution obligations under Section 3.1, constitute this Agreement's prohibition on market manipulation and self-dealing by a creator. For the avoidance of doubt, "self-dealing" as used here means using your position as creator or resolver — through undisclosed positions, insider knowledge of your resolution intent, or coordinated conduct — to obtain value at the expense of the integrity of the market; it does not refer to, and does not prohibit, holding a disclosed position as expressly permitted under Section 3.3.
3.5 Obligations Owed to the Platform Only
(a) The obligations in this Section 3 are owed solely to Vivaach SRL as contractual obligations for the protection of the Platform's market-integrity standards. They do not create, and shall not be construed to create, any duty, obligation, warranty, or right of action running to any participant, buyer, or third party — whether as a third-party beneficiary, in tort, or on any other basis.
(b) The fact that compliance with these obligations may incidentally benefit participants does not convert them into participant-facing obligations or create participant standing to enforce them. This subsection is consistent with, and supplements, the Market Creator Policy (§1.3(d)) and the Buyer Disclaimer (§§4.1-4.2).
4. Expressly Prohibited Market Categories
4.1 Core Prohibitions
(a) You shall not create any market whose resolution criteria, underlying event, or subject matter falls within any of the following categories, regardless of market type, resolution mode, or participant group:
(i) Violence and criminal activity. Markets that facilitate, solicit, incentivize, or are contingent upon assassination, terrorism, murder, kidnapping, assault, arson, or any other act of violence against any person, or the commission of any act that would constitute a crime under applicable law. This includes markets that would foreseeably create a financial incentive for any person to cause physical harm to another person, to property, or to public safety — regardless of whether the market explicitly references or endorses the harmful act.
(ii) Unlawful gaming, illegal gambling, and underage activities. Markets that constitute unlawful gambling under the laws of any jurisdiction applicable to the Platform, or that are designed to facilitate participation by persons under the age of eighteen (18) or the applicable age of majority. Markets that replicate or embed prohibited gambling structures (e.g., casino games, lotteries, or games of pure chance) under the guise of prediction market criteria.
(iii) Private individuals — harassment and doxxing risk. Markets relating to the private conduct, personal life, health, medical condition, intimate relationships, physical appearance, or location of any identified living individual who is not a public figure, where the market could reasonably be expected to facilitate harassment, doxxing, stalking, humiliation, or targeted abuse. Markets on identified private individuals require that the individual has voluntarily become the subject of the market and has not objected to its creation.
(iv) Creator-controlled outcomes without disclosure. Markets on any event, outcome, or question that the Creator is able to directly influence, control, or determine through their own conduct, decision, or authority, where the purpose or effect is to profit from bringing about the outcome — unless the market's resolution criteria explicitly disclose and account for that influence (e.g., a commitment mechanism: "Will I complete X by Y? Creator has control over the outcome."). The carve-out for disclosed commitment mechanisms applies only where the disclosure is prominent, specific, and made before any participant takes a position (Market Creator Policy §1.5(c), Terms of Service §3.8).
(v) Sensitive and ethically objectionable subject matter. Markets that are designed to profit from, trivialize, or create perverse incentives around human suffering, including without limitation: natural disaster mortality counts, military casualty figures, civilian death tolls, mass-casualty events, famine, epidemic or pandemic death projections (where the market could incentivize harmful conduct or obstruction of relief), and child exploitation, human trafficking, or sexual abuse of any person.
4.2 Comprehensive Prohibited Categories by Reference
(a) The prohibitions in Section 4.1 are a non-exhaustive subset of the prohibited market categories. The complete taxonomy of prohibited and permitted market subject matter is set forth in the Acceptable Use / Prohibited Markets Policy, which is incorporated by reference into this Agreement and the Terms of Service.
(b) Your obligation to comply with the Acceptable Use / Prohibited Markets Policy is independent of, and in addition to, the specific prohibitions enumerated in Section 4.1. A market that does not fall within any category listed in Section 4.1 may still be prohibited under the Acceptable Use / Prohibited Markets Policy.
(c) The Platform reserves the right, in its sole discretion, to determine that any market not expressly listed in Section 4.1 or the Acceptable Use / Prohibited Markets Policy violates the spirit of this Agreement and to take enforcement action accordingly.
4.3 Creator Responsibility and Enforcement
(a) You bear sole responsibility for ensuring that every market you create complies with Section 4.1, the Acceptable Use / Prohibited Markets Policy, and applicable law.
(b) Creation-interface content screening applies to both resolution modes. It is not an endorsement of market content or a guarantee that every prohibition is detected. Acceptance, listing, or absence of rejection does not relieve you of these obligations or grant the Platform an on-chain override of creator-resolved markets (Acceptable Use / Prohibited Markets Policy §1.2).
(c) A market created in violation of this Section may be voided by the Platform at any time under the Market Creator Policy (§2.1), and you are subject to all sanctions described in the Market Creator Policy (§3) and the Terms of Service (§3.9), including fee forfeiture, account termination, clawback-as-debt, and reporting to relevant authorities.
PART 2 — FEES, CLAWBACKS, EMERGENCY INTERVENTIONS, AND CREATOR INDEMNIFICATION
5. Creator Proceeds Entitlement and Payment Terms
5.1 Proceeds at Sweep
(a) For each market you create that reaches a valid settlement and produces distributable house take, you are entitled to the configured creator allocation from that house take ("Creator Proceeds"). Distributable house take is the collateral the Protocol Contracts can sweep after reserving participant claims and returning the recoverable opening seed. It includes the settlement-fee deduction and collateral left after winner obligations.
(b) The amount of Creator Proceeds is determined and routed only when the Protocol Contracts sweep distributable house take after valid settlement. It does not accrue per position and cannot be calculated from market volume alone. No entitlement to Creator Proceeds arises:
(i) upon creation or publication of a market;
(ii) upon entry of positions into a market;
(iii) upon voiding of a market under any provision of the Terms of Service or this Agreement; or
(iv) during the pendency of any unsettled market, regardless of the volume of positions taken.
5.2 Proceeds Computation by Protocol Contracts
(a) The Platform's settlement fee is computed by the Protocol Contracts from the market's total settled volume. The settlement fee rate falls as the market's total volume rises, between a disclosed maximum and a disclosed minimum. The fee rate applicable to each market is disclosed in the Interface before any participant takes a position (Terms of Service §6.3(a)). The settlement fee contributes to house take but is not its only source.
(b) Your Creator Proceeds are a portion of the distributable house take, not a percentage of market volume or of the settlement fee alone. Your share rate is set per market at the time of market creation, displayed to you before you publish the market, and coded into the Protocol Contracts. Once the market is created:
(i) the Platform cannot vary, increase, decrease, or override your creator share rate for that market; and
(ii) the Protocol Contracts autonomously compute and route Creator Proceeds during a resolver-authorized sweep. The Platform does not manually calculate the amount.
(c) You acknowledge that the settlement fee rate and your creator share rate for any given market are economic terms coded into the Protocol Contracts at creation and that neither party can unilaterally alter them after the market is created.
5.3 Proceeds Routing
(a) On a self-funded market, Creator Proceeds are distributed on-chain to the creator address during a sweep. On a sponsored market, the market routes Creator Proceeds and the recoverable seed to its payout contract, which applies the signed financing terms before releasing amounts to the creator and funder.
(b) A market sweep is resolver-authorized. A relayer may submit a valid signed sweep authorization, but it cannot change the recipients or amounts computed by the Protocol Contracts.
(c) The Platform does not take custody of Creator Proceeds. A self-funded market transfers them directly to the creator address; a sponsored market transfers them to the market's on-chain payout contract for release under the signed financing terms.
5.4 Conditional Entitlement
(a) Your entitlement to receive and retain Creator Proceeds is strictly contingent upon your full and continuing compliance with this Agreement, the Market Creator Policy, and the Terms of Service, and upon honest, good-faith settlement of the market in accordance with its stated resolution criteria and Section 3 of this Agreement.
(b) Non-compliance with any of the foregoing triggers the fee withholding, forfeiture, and clawback provisions of Section 6 of this Agreement and Section 3 of the Market Creator Policy. You acknowledge that fee entitlement is a conditional privilege, not a vested right, and that the Platform's determination that you have breached any applicable obligation is sufficient to trigger fee consequences.
5.5 Finality of Protocol Contract Distributions
(a) Once Creator Proceeds are distributed by the Protocol Contracts, the distribution is final from the Protocol Contracts' perspective. The Protocol Contracts contain no function to reverse, claw back, or redirect a completed distribution.
(b) However, your contractual entitlement to retain those proceeds remains subject to the clawback-as-debt provisions of Section 6. The finality of the on-chain distribution does not extinguish or limit the Platform's contractual right to recover proceeds obtained through, derived from, or attributable to a breach.
(c) No settlement fee is refundable to participants on a settled market (Terms of Service §6.3(d)).
5.6 No Fee on Void
(a) Where a market is voided under any provision of the Terms of Service (§§2.4, 6.2) or this Agreement:
(i) no settlement fee is charged — the fee exists only in the settlement computation, which a voided market never reaches (Terms of Service §6.3(a)(i));
(ii) no Creator Proceeds arise because a void produces no distributable house take;
(iii) no fee is deducted from participant refunds — refunds on a voided market are returned at par (Terms of Service §2.4(b)); and
(iv) you have no claim against the Platform for Creator Proceeds, lost revenue, lost opportunity, or any other amount in respect of a voided market, regardless of the reason for the void.
6. Fee Withholding and Clawback
6.1 Withholding of Unpaid Fees
(a) The Platform may, in its sole discretion and without prior notice, withhold any unpaid creator fees — that is, fees that have accrued but have not yet been claimed or distributed by the Protocol Contracts — associated with any market in respect of which:
(i) the Platform has identified or reasonably suspects misconduct, a breach of this Agreement, the Market Creator Policy, or the Terms of Service;
(ii) an investigation or inquiry is pending under the Terms of Service (§3.9) or the Market Creator Policy (§3);
(iii) the Platform has received a legal or regulatory request, order, subpoena, or directive relating to the market or to your conduct; or
(iv) the Platform otherwise determines that withholding is necessary to protect platform integrity.
(b) Withholding may extend to fees from any or all markets you have created, not only the specific market under investigation, where the Platform reasonably determines that the suspected misconduct affects or may affect multiple markets.
6.2 Clawback Triggers
(a) The Platform may exercise clawback rights — recovering creator fees that have already been distributed to your Wallet — upon determination that any of the following has occurred:
(i) bad-faith or fraudulent resolution — you resolved a market dishonestly, inaccurately, or in knowing violation of the stated resolution criteria, in breach of Section 3 of this Agreement and the Market Creator Policy (§1.2);
(ii) abandonment — you failed to resolve a market within the applicable Resolution Window, resulting in Platform intervention under the Terms of Service (§3.4(c)) and the Market Creator Policy (§2.3);
(iii) prohibited market content — you created a market in a prohibited category in violation of Section 4 of this Agreement and the Acceptable Use / Prohibited Markets Policy;
(iv) market-integrity violations — you engaged in collusion, wash trading, sybil conduct, undisclosed Controlled-Wallet positions, insider-knowledge trading, or coordinated schemes in violation of Section 3.4 of this Agreement and the Terms of Service (§§3.2, 3.3, 3.4, 3.6, 3.7);
(v) self-influenced outcomes — you created or resolved a market on an event you could directly control, without the disclosed commitment-mechanism carve-out required by Section 4.1(a)(iv) of this Agreement and the Terms of Service (§3.8); or
(vi) any other material violation of this Agreement, the Market Creator Policy, the Terms of Service, the Acceptable Use / Prohibited Markets Policy, or applicable law.
(b) The Platform's determination under this Section is an administrative and contractual determination, does not require proof to any criminal or civil evidentiary standard, and is final as between you and the Platform, subject to the dispute-resolution provisions of the Terms of Service (§6) (Market Creator Policy §3.2(c)).
6.3 On-Chain Clawback Limitations and Debt Recovery
(a) You acknowledge that the Protocol Contracts contain no administrative function by which the Platform can seize, reverse, redirect, or freeze fees already distributed on-chain to your Wallet (Market Creator Policy §3.1(b)).
(b) Where the Platform determines that clawback of previously distributed creator fees is warranted, the following applies:
(i) Debt. Any creator fees obtained through, derived from, or attributable to a breach constitute a debt immediately due and payable by you to the Platform (Terms of Service §3.9(f)).
(ii) Set-off. The Platform may recover that debt by set-off against any balance, position, distribution, fee, reward, or other amount you now hold or later acquire on the Platform, including creator fees from other markets.
(iii) Legal or arbitral action. The Platform may pursue the debt by legal or arbitral action in accordance with the Terms of Service (§6), together with interest at the maximum rate permitted by applicable law from the date the fees were received by you, and the reasonable costs of recovery, including attorneys' fees and costs of investigation.
(iv) Survival. This obligation survives the termination of your account, the closure of your relationship with the Platform, and the expiration or termination of this Agreement and the Terms of Service.
(c) The limitations in this Section do not prevent the Platform from exercising any other remedy available at law, in equity, or under the Terms of Service, including reporting to relevant authorities under the Market Creator Policy (§3.5).
6.4 Acknowledgment of Enforcement Limitations
(a) You acknowledge that no staking collateral, bond, or deposit mechanism exists on the Platform at this time. Sanctions available to the Platform in connection with creator misconduct are therefore limited to fee withholding, fee forfeiture, set-off, clawback-as-debt, account-level restrictions, platform-access revocation, and the off-chain measures described in the Terms of Service (§2.6(f)).
(b) This acknowledgment does not limit the Platform's right to:
(i) pursue any additional remedy available under applicable law, including civil action for damages and equitable relief;
(ii) report your conduct to relevant authorities under the Market Creator Policy (§3.5); or
(iii) implement staking, bonding, or on-chain collateral mechanisms in the future, which, if implemented, will apply to markets created after the implementation date and will be described in an amendment to these Terms.
6.5 Procedure
(a) Fee withholding, forfeiture, clawback, and all other sanctions under this Section may be applied independently or in combination, in any order, and may be imposed without prior notice where the Platform determines that immediate action is necessary to protect platform integrity, participants, or the Platform's legal position (Market Creator Policy §3.2(a)).
(b) The Platform's failure or delay in exercising any right under this Section is not a waiver of that or any other right. All rights and remedies are cumulative (Market Creator Policy §3.4).
7. Platform Emergency Intervention and Market Void Rights
7.1 Discretionary Authority
(a) Vivaach SRL retains absolute, unreviewable discretion to exercise any intervention power described in this Section in connection with any market you create, at any time before the market reaches a settled state.
(b) This authority is a right, not a duty (Terms of Service §2.6(k)). The Platform is under no obligation to monitor any market, to detect any misconduct, to intervene in any market, or to protect any participant, creator, or third party from any loss. The Platform does not guarantee that it will detect, prevent, or successfully remediate any failure, exploit, or error.
(c) No exercise or non-exercise of any power under this Section creates a precedent, custom, or expectation as to whether, when, or how the Platform will exercise or decline to exercise that power in any other instance.
7.2 Available Interventions
(a) On-chain levers. The Platform's on-chain intervention powers over a live (unsettled) market are limited to the following two functions, as defined in the Terms of Service (§2.6(e)):
(i) Stop position-taking. The Platform may bring a market's close time forward, preventing further positions from being taken. This is one-way and irreversible: a close time, once advanced, cannot be extended, and a stopped market cannot be reopened. Stopping does not change settlement — a stopped market resolves and pays out exactly as one that closed at its original time.
(ii) Void the market. The Platform may resolve a market to void, refunding every participant at par with no settlement fee deducted, in accordance with the Terms of Service (§2.4). Where collateral was deployed to a yield venue, each participant's refund includes their pro-rata share of net yield, subject to the yield-venue caveat in Section 7.3.
(b) Off-chain measures. Separately from the on-chain levers, the Platform may at any time and in its sole discretion (Terms of Service §2.6(f)):
(i) suspend, restrict, or modify the Interface;
(ii) decline to relay a transaction through the Relay Service;
(iii) restrict your account or your access to any Platform feature; and
(iv) restrict or remove a market from any allowlist.
Off-chain measures do not stop the Protocol Contracts, which continue to operate autonomously on the Blockchain.
(c) Fee sanctions. The Platform may withhold or forfeit your creator fees under Section 6 of this Agreement.
(d) What the Platform cannot do. You acknowledge that the Protocol Contracts impose structural limitations on the Platform's intervention powers. Specifically:
(i) No pause function. There is no pause function, no upgrade mechanism, and no administrative proxy in the Protocol Contracts (Terms of Service §2.6(e)).
(ii) No override of a settled market. Once a market has settled — that is, once the resolution function in the Protocol Contracts has executed and recorded a final Resolution Outcome on the Blockchain — no person, including the Platform, can change, reverse, override, or re-settle that outcome. The resolution function rejects any second call (Terms of Service §2.6(d)). Settlement is irreversible by construction.
(iii) No substitution of a Mode B resolver. For markets resolved under the Authoritative (Mode B) method, the resolver is fixed in the market's contract at the time of creation and cannot be changed, substituted, reassigned, or overridden by the Platform or any other party at any time (Terms of Service §2.1(g), §3.4(c)).
7.3 Yield-Venue Caveat
(a) Where a market's collateral has been deployed to a third-party yield venue, the Protocol Contracts require the collateral to be recovered from that venue before the market can resolve at all, including before its authorized resolver can void it.
(b) If the yield venue is frozen, illiquid, exploited, or otherwise unable to return the collateral, resolution and refunds are blocked until recovery succeeds, and the Platform has no power to override this. Funds may remain committed for an indefinite period (Terms of Service §2.6(g)).
(c) You accept this risk as a creator and acknowledge that the Platform bears no liability for any delay in resolution, void, or refund attributable to a yield-venue recovery failure.
7.4 Intervention Triggers
(a) The Platform may exercise any intervention power under this Section upon any ground the Platform considers sufficient in its sole discretion, including without limitation:
(i) bad-faith, fraudulent, or dishonest resolution, or reasonable suspicion thereof;
(ii) collusion, wash trading, sybil conduct, or coordinated manipulation;
(iii) ambiguous, defective, or unresolvable resolution criteria;
(iv) a regulatory command, court order, subpoena, or legal process (Terms of Service §6.2);
(v) conduct threatening platform integrity, participant welfare, or the Platform's legal or reputational position;
(vi) violation of the Acceptable Use / Prohibited Markets Policy; or
(vii) any other circumstance in which the Platform determines, in its sole discretion, that intervention is warranted.
7.5 No Liability for Intervention or Non-Intervention
(a) The Platform bears zero liability to you for exercising, declining to exercise, or delaying the exercise of any intervention power under this Section, under the Market Creator Policy, or under the Terms of Service.
(b) You irrevocably waive any and all claims, demands, causes of action, and rights of recovery against the Platform and the Indemnified Parties (as defined in Section 8.1) for:
(i) lost creator fees, lost fee share, or lost revenue attributable to a voided, stopped, or otherwise affected market;
(ii) reputational harm, loss of standing, or loss of creator privileges;
(iii) any indirect, incidental, special, consequential, or punitive damages; and
(iv) any other loss arising from the Platform's exercise of, or failure to exercise, any power under this Section,
whether in contract, tort (including negligence), strict liability, or any other theory, and whether or not the Platform has been advised of the possibility of such loss.
(c) The Platform's decision not to intervene in a market does not constitute approval of the creator's conduct, acquiescence in the market's design or resolution, or a waiver of any right to intervene or seek remedies at a later time.
8. Creator Indemnification and Hold Harmless
8.1 Indemnified Parties
(a) "Indemnified Parties" means Vivaach SRL, its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns.
8.2 Scope of Indemnification
(a) You agree to fully indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, disputes, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, sanctions, taxes, costs, and expenses — including reasonable attorneys' fees, expert fees, and costs of investigation and litigation — arising out of or relating to:
(i) the market rules, resolution criteria, or structure of any market you create, including any allegation that the criteria are ambiguous, unfair, misleading, deceptive, or unresolvable;
(ii) your resolution decision in any Mode B market, including any allegation that you resolved erroneously, dishonestly, in bad faith, in violation of the stated resolution criteria, or in a manner that benefited your own position;
(iii) your failure to resolve within the applicable Resolution Window, and any consequences arising therefrom;
(iv) any misrepresentation made by you in connection with market creation, resolution, or your eligibility, including misrepresentations regarding the underlying event, your qualifications, your relationship to the event, or your interest in the outcome;
(v) any allegation by a participant that you resolved in bad faith, with bias, or in a manner that benefited your own position, regardless of whether the allegation is substantiated;
(vi) any regulatory inquiry, investigation, enforcement action, fine, penalty, or sanction arising from a market you created or resolved, or from your conduct in connection with any market;
(vii) any class action, collective action, or representative proceeding filed against any Indemnified Party in connection with a market you created or resolved — including any such proceeding filed notwithstanding the class-action waiver in the Terms of Service (§6.7) — to the full extent of the Indemnified Parties' defense costs, attorneys' fees, and any liability imposed;
(viii) your violation of any provision of this Agreement, the Market Creator Policy, the Terms of Service, the Acceptable Use / Prohibited Markets Policy, or applicable law; and
(ix) any third-party claim arising from the underlying event or outcome of a market you created, including claims by persons or entities who are not participants on the Platform.
8.3 Survival
(a) This indemnification obligation survives the suspension or termination of your account, the closure of your relationship with the Platform, the expiration or termination of this Agreement and the Terms of Service, and the voiding or settlement of any affected market.
(b) This indemnification obligation applies regardless of whether the Platform exercised or declined to exercise any intervention power under Section 7 of this Agreement or Section 2 of the Market Creator Policy. The Platform's decision not to intervene in a market does not relieve you of your indemnification obligation, does not constitute approval of your conduct, and does not estop the Indemnified Parties from seeking indemnification.
8.4 Control of Defense
(a) Vivaach SRL reserves the right, at your expense, to assume the exclusive control of the defense and settlement of any matter subject to indemnification under this Section, including selection of counsel, litigation strategy, and all decisions relating to settlement or appeal. You agree to cooperate fully with the Indemnified Parties in the defense of any such matter, including by providing documents, information, and testimony as reasonably requested.
(b) You may not settle any claim subject to indemnification under this Section — and in particular may not consent to the entry of any judgment, order, or decree, or agree to any relief — that imposes any obligation, restriction, injunction, or liability on any Indemnified Party, or that contains any admission or finding adverse to any Indemnified Party, without Vivaach SRL's prior written consent (Market Creator Policy §4.3(b)).
(c) This Section does not limit Vivaach SRL's right to participate in, or assume control of, the defense of any matter at any time, even if you have previously been conducting the defense.
8.5 Relationship to Non-Intervention
(a) For the avoidance of doubt: the Platform's decision not to exercise any intervention power under Section 7 of this Agreement or Section 2 of the Market Creator Policy with respect to a market you created does not:
(i) constitute approval, ratification, or endorsement of your market design, resolution criteria, resolution decision, or any other aspect of your conduct;
(ii) estop or preclude the Indemnified Parties from seeking indemnification under this Section or any other remedy under this Agreement or the Terms of Service; or
(iii) shift any obligation, liability, or risk from you to the Platform.
8.6 Relationship to Other Obligations
(a) The indemnification obligation in this Section is in addition to, and does not limit or supersede, any other indemnification, contribution, or defense obligation you may owe under the Terms of Service (including §4.7), the Market Creator Policy (§4), applicable law, or any other agreement between you and Vivaach SRL.
(b) Nothing in this Section limits the Platform's right to seek direct recovery from you under the Terms of Service (§3.9), including recovery of the Platform's costs of investigation, enforcement, and any losses caused to the Platform.
9. Termination and Revocation of Creator Privileges
9.1 Platform's Termination Right
(a) The Platform may, immediately and without prior notice, in its sole discretion:
(i) suspend your market creation privileges, temporarily or indefinitely;
(ii) permanently revoke your market creation privileges;
(iii) restrict, suspend, or permanently terminate your account and all access to the Platform;
(iv) blacklist or block any wallet address or on-chain identifier associated with you; and
(v) take any combination of the foregoing actions.
9.2 Grounds for Termination
(a) The Platform may exercise its termination rights under this Section upon any of the following grounds:
(i) any violation of this Agreement, the Market Creator Policy, the Terms of Service, or the Acceptable Use / Prohibited Markets Policy;
(ii) any conduct that the Platform determines, in its sole discretion, threatens platform integrity, participant welfare, or the Platform's legal or reputational position;
(iii) any regulatory command, court order, subpoena, or legal process directed at the Platform or at you in connection with your use of the Platform;
(iv) any determination that your eligibility representations under Section 1 were false or have become untrue;
(v) your failure or refusal to cooperate with any investigation under the Terms of Service (§3.9) or the Market Creator Policy (§3); or
(vi) any other ground at the Platform's sole discretion, without requirement of cause or explanation.
9.3 Effect on Existing Markets
(a) Termination of your creator privileges does not automatically void your existing live (unsettled) markets. On an Authoritative market, only you retain the on-chain power to report or void; the Platform may refuse to relay that action and may exercise its account-level and contractual remedies, but cannot substitute its own verdict or void.
(b) Existing settled markets remain settled and irreversible (Terms of Service §2.6(d)). Termination does not and cannot reverse, modify, or invalidate any prior settlement.
(c) Where you serve as the designated Resolver of a live Mode B market and your account is terminated before you resolve that market, the Platform may exercise its discretionary void power. You acknowledge that the Platform cannot substitute a replacement resolver — the resolver is fixed at creation (Terms of Service §2.1(g)) — and that if the Platform does not void the market, the market may remain unresolved until the applicable Resolution Window expires and the Platform exercises its discretionary authority under the Terms of Service (§3.4(c)).
9.4 Effect on Fees
(a) Upon termination:
(i) all unpaid creator fees (fees accrued but not yet claimed or distributed) may be permanently withheld by the Platform;
(ii) creator fees already distributed on-chain to your Wallet remain subject to the clawback-as-debt provisions of Section 6 of this Agreement; and
(iii) you have no claim against the Platform for any unpaid, withheld, forfeited, or clawed-back fees, lost revenue, lost opportunity, or any other amount arising from the termination.
9.5 Survival of Obligations
(a) The following obligations survive the termination of your creator privileges and the closure of your account:
(i) all indemnification obligations under Section 8 of this Agreement and Section 4 of the Market Creator Policy;
(ii) all clawback and debt obligations under Section 6 of this Agreement and Section 3 of the Market Creator Policy;
(iii) all cooperation obligations, including the obligation to cooperate with any ongoing or future investigation;
(iv) all representations and warranties under Section 1 of this Agreement, to the extent they relate to conduct during the period you held creator privileges;
(v) all identity representations, consent to jurisdiction, and waiver of pseudonymity defense under the Market Creator Policy (§4.4); and
(vi) the dispute-resolution, arbitration, class-action waiver, and limitation-of-liability provisions of the Terms of Service (§6).
9.6 No Right to Re-Register
(a) A creator whose privileges are revoked under this Section has no right to create a new account, register a new wallet address, or otherwise re-access the Platform for the purpose of creating markets.
(b) Any attempt to do so constitutes circumvention under the Terms of Service (§4.4) and is an independent material breach of these Terms, entitling the Platform to all remedies described in the Terms of Service (§4.6), including forfeiture of any funds, positions, or rewards acquired through the circumventing account.
10. General Provisions
10.1 Governing Law and Dispute Resolution
(a) This Agreement, and any dispute arising out of or relating to it, is governed by and construed in accordance with the laws of Costa Rica, without regard to its conflict-of-laws principles (Terms of Service §6.5).
(b) Disputes are subject to mandatory binding individual arbitration administered by the International Chamber of Commerce (ICC), seated in San José, Costa Rica, conducted in English, in accordance with the Terms of Service (§6.6).
(c) The class-action and collective-action waiver in the Terms of Service (§6.7) applies in full to disputes arising under this Agreement.
10.2 Relationship to Other Agreements
(a) This Agreement is supplementary to, and does not replace, the Terms of Service or the Market Creator Policy. In the event of conflict between this Agreement and the Terms of Service, the Terms of Service control.
(b) This Agreement, together with the Terms of Service, the Market Creator Policy, the Acceptable Use / Prohibited Markets Policy, and all policies incorporated by reference, constitutes the entire agreement between you and the Platform regarding your role as a market creator.
10.3 Severability
(a) If any provision of this Agreement is held unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
10.4 Maximum Extent of Law
(a) All limitations, exclusions, reservations of discretion, waivers, and disclaimers in this Agreement apply to the maximum extent permitted by applicable law. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under applicable law.
SCHEDULE A — MEMBERS ONLY MARKETS / PURE CREATOR DISCRETION
This Schedule A forms part of this Agreement and applies only to Closed Group Markets (the "Members only markets" of a Town) resolved under the Authoritative (Mode B) method, in which you are the designated Resolver. It supplements, and does not replace, Parts 1 and 2 of this Agreement, the Market Creator Policy, and the Terms of Service. In the event of conflict, the Terms of Service control (Terms of Service §7.1). All capitalized terms carry over from those documents.
11. The Creator-As-Truth Standard
11.1 The Creator's Determination Is the Settlement Outcome
(a) You acknowledge and agree that, for a Members only market resolved under the Authoritative (Mode B) method, your resolution determination is, by definition, the settlement outcome. The outcome you select is not a report of an external fact, an estimate of a real-world result, or a finding that can be measured against any benchmark. It is the resolution event itself (product spec, Resolution Infrastructure; Terms of Service §2.2(d)).
(b) You further acknowledge that Mode B resolution bypasses the Rule Engine and every Designated Data Source entirely. There is no data source, oracle, attestation, rule evaluation, or automated process interposed between your determination and settlement. Your signed determination, submitted to the Protocol Contracts, is the sole and complete input to settlement.
11.2 Objective Reality Does Not Furnish a Standard of Correctness
(a) As between you, the participants, and the Platform, a Members only market resolution is not susceptible to being "correct" or "incorrect" by reference to objective reality, external facts, the underlying real-world event, or any source outside your own determination. Because your determination is the outcome, there exists no external standard against which it could be judged wrong.
(b) Accordingly, and to the maximum extent permitted by applicable law:
(i) no divergence between your resolution and any real-world fact, event, data source, news report, official record, or the expectation of any participant gives rise to any claim, defense, or right of any kind against the Platform or, subject to Section 13.3, against you;
(ii) the concepts of "error," "mistake," "inaccuracy," and "wrong result" do not apply to a Members only market resolution as between you and any participant, and no participant may assert them; and
(iii) the resolution criteria displayed on a Members only market card describe the question you will exercise your discretion upon; they are not a rule that binds the outcome, a warranty of any particular result, or a standard against which your determination may be second-guessed.
(c) Relationship to the Platform's own conduct standards. This Section 11 governs the standard of correctness applicable to settlement and the rights of participants. It does not narrow, and is expressly subject to, the Platform's independent right under Section 13 and the Terms of Service (§3.4(d), §3.9) to sanction fraud, manipulation, or bad faith as a contractual matter owed to the Platform alone. The absence of any correctness standard as against participants does not create a license to defraud the Platform.
12. Finality and Complete Waiver of Claims for "Incorrect" Resolutions
12.1 Structural Finality
(a) You acknowledge that, once your determination is submitted to the Protocol Contracts and the market settles, the outcome is final, binding, irreversible, non-appealable, and conclusive as to you, every participant, and the Platform.
(b) This finality is structural, not discretionary (Terms of Service §2.6(d)). Every resolution function in the Protocol Contracts rejects a second call. No function exists — for you, the Platform, Vivaach SRL, any affiliate, or any other person — to re-resolve, correct, reverse, adjust, re-settle, or reallocate a settled Members only market. The resolver, moreover, is fixed in the market's contract at creation and cannot be changed or substituted (Terms of Service §2.1(g), §3.4(c)).
12.2 Complete Waiver by Participants (Cross-Reference)
(a) The complete assumption of risk and waiver of claims by participants in a Members only market — including their irrevocable waiver of any right to contest, appeal, re-litigate, or seek reversal or adjustment of a resolution on the basis that it is erroneous, biased, self-interested, in bad faith, or contrary to the real-world outcome — is set forth in the Buyer Disclaimer & Assumption of Risk for Creator-Resolved Markets (§§1-2), which each participant accepts as a condition of participation.
(b) You acknowledge that participants take positions in your Members only market in reliance on you, and not on the Platform (Terms of Service §2.2(d); Buyer Disclaimer §1.2(b)(iv)), and that the participant-facing waiver in the Buyer Disclaimer is a bargained-for condition of your ability to operate a Members only market.
(c) Limits of this Agreement. You acknowledge that this Agreement is a contract between you and the Platform and does not, and cannot, itself waive or release any claim that a participant — who is not a party to this Agreement — may have against you. Any waiver of participant claims against you arises solely under the Buyer Disclaimer and the participant's acceptance of it, and not under this Schedule.
12.3 Creator's Own Waiver Against the Platform
(a) You, in your own capacity, irrevocably waive and release the Platform and the Indemnified Parties (as defined in Section 14.1) from any and all claims, demands, and causes of action arising out of or relating to:
(i) the settlement of any Members only market in accordance with your own determination;
(ii) any dissatisfaction, dispute, complaint, or claim asserted by any participant regarding your resolution;
(iii) the Platform's exercise, non-exercise, or timing of any discretionary power under Section 13, Section 7 of this Agreement, or the Terms of Service; and
(iv) any loss of creator fees, revenue, standing, or reputation attributable to any of the foregoing.
13. No Platform Review, Audit, or Accuracy Override
13.1 No Duty to Review or Audit; No Accuracy Override
(a) You acknowledge and agree that the Platform's role in respect of Members only markets is that of passive matching and settlement technology. To the maximum extent permitted by applicable law, the Platform:
(i) does not review, audit, verify, supervise, validate, or endorse the substance of any Members only market resolution, and owes no duty to you, to any participant, or to any third party to do so;
(ii) does not adjudicate, arbitrate, or mediate disputes between you and participants, or among participants, regarding a resolution;
(iii) will not overturn, reverse, correct, adjust, re-settle, or override a Members only market resolution on the ground that it is, or is alleged to be, inaccurate, erroneous, unfair, unreasonable, biased, or contrary to the real-world outcome — a result that is in any event structurally impossible under Section 12.1; and
(iv) has no accuracy-based intervention power whatsoever over the settlement of Members only markets.
(b) There is no challenge window, attestation, bonded dispute, arbiter, appeal, or review process applicable to a Members only market resolved under Mode B. A market resolved through the Platform's attestation infrastructure does have a bonded challenge window; a Mode B Members only market does not, and as its Creator you are the sole and final Resolver of it (Terms of Service §2.6(a)-(b); Buyer Disclaimer §1.1(c)).
(c) No act of the Platform — including making the matching and settlement technology available, listing a Members only market, or declining to intervene in one — constitutes a representation, warranty, endorsement, or assumption of responsibility that any resolution is accurate, fair, or made in good faith.
13.2 No Participant Right to Demand Review
(a) No participant has, and you shall not represent to any participant that they have, any right to require, request, or expect the Platform to review, audit, investigate, reverse, or override a Members only market resolution. The absence of a review process is a disclosed, accepted, and bargained-for feature of the Members only model, not a defect.
13.3 Platform's Reserved, Discretionary Anti-Integrity-Abuse Right
(a) Reservation. Notwithstanding Sections 11 and 13.1, and separately from settlement, the Platform reserves the right — as a right and never a duty, exercisable in its sole and absolute discretion and owed to no participant or third party — to investigate and to sanction you where the Platform determines that you have engaged in fraud, manipulation of the underlying event or its reporting, undisclosed Controlled-Wallet positions, collusion, or other conduct prohibited by Section 3.4 of this Agreement, the Market Creator Policy (§§1.2, 1.4), or the Terms of Service (§§3.2-3.4, 3.7-3.9).
(b) This reservation is not an accuracy review. The right reserved in this Section:
(i) is not a review, audit, or adjudication of whether a resolution was "correct," and does not qualify, narrow, or create any exception to the Creator-As-Truth standard in Section 11 or the no-review provisions of Section 13.1;
(ii) is directed at your conduct as a contractual matter owed to the Platform alone, and does not touch, reverse, or alter the settled outcome, which remains final and irreversible under Section 12.1;
(iii) creates no duty, obligation, standard of care, or right of action running to any participant or third party, whether as a third-party beneficiary, in tort, or on any other basis, and no participant may invoke, rely on, or enforce it; and
(iv) is exercised, if at all, exclusively through the sanctions available under Section 6 of this Agreement and the Terms of Service (§3.9) — fee withholding, forfeiture, clawback-as-debt, set-off, and access revocation — none of which alters settlement.
(c) The Platform's decision not to exercise the right reserved in this Section in any instance is not a waiver of it, creates no precedent, and does not constitute approval of your conduct.
14. Indemnification and Fee-Shifting for Members only Markets
14.1 Indemnified Parties
(a) "Indemnified Parties" has the meaning given in Section 8.1: Vivaach SRL, its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns.
14.2 Indemnification Obligation
(a) In addition to, and without limiting, your indemnification obligations under Section 8 of this Agreement and the Market Creator Policy (§4), you agree to fully indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, disputes, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, sanctions, taxes, costs, and expenses arising out of or relating to any Members only market you create or resolve, including without limitation any of the foregoing arising from or relating to:
(i) your resolution determination, or your failure or delay in resolving;
(ii) any allegation by a participant or any third party that your resolution was inaccurate, erroneous, biased, self-interested, dishonest, in bad faith, or contrary to the real-world outcome, regardless of whether the allegation is substantiated;
(iii) any dispute between you and any participant, or among participants, concerning a Members only market;
(iv) the invitation, admission, or exclusion of participants from a Town you administer, and any conduct of yours in operating that Town or your Members only markets; and
(v) any regulatory inquiry, investigation, enforcement action, fine, penalty, or third-party claim arising from a Members only market you created or resolved.
14.3 First-Party Fee-Shifting — Your Obligation to Pay the Platform's Own Legal Fees and Costs
(a) Costs of enforcing this Agreement against you. You agree to pay, on demand, all legal fees, attorneys' fees, expert fees, arbitration fees, court costs, investigation costs, and other costs and expenses that any Indemnified Party incurs in:
(i) enforcing, or seeking to enforce, any provision of this Agreement, the Market Creator Policy, or the Terms of Service against you;
(ii) exercising, defending, or establishing any of the Platform's fee-withholding, forfeiture, clawback, set-off, or debt-recovery rights against you (Section 6; Terms of Service §3.9(f)); and
(iii) responding to, defending against, or otherwise addressing any claim, demand, arbitration, or proceeding that you bring against any Indemnified Party arising out of or relating to a Members only market, in which the Indemnified Party is not finally held liable.
(b) First-party scope. For the avoidance of doubt, the obligations in this Section 14 and in Section 8 require you to pay the Indemnified Parties' own legal fees, costs, and expenses — not merely damages, settlements, or fees payable to third parties. This is a direct, first-party fee-shifting and cost-reimbursement obligation. It applies whether the underlying matter is brought by a third party, by a participant, by a regulator, or by you, and whether or not any third-party liability is ever established.
(c) Interest and manner of recovery. Amounts due under this Section are a debt immediately due and payable, recoverable by set-off against any balance, distribution, fee, or reward you hold or later acquire on the Platform, and by legal or arbitral action, together with interest at the maximum rate permitted by applicable law from the date the Indemnified Party incurred the cost (Terms of Service §3.9(f); Section 6.3).
(d) Control of defense; no settlement without consent. The control-of-defense and no-settlement-without-consent provisions of Section 8.4 and the Market Creator Policy (§4.3) apply in full to any matter subject to this Section.
14.4 Survival
(a) The obligations in this Section survive the settlement or void of any Members only market, the revocation of your creator privileges, the termination of your account, and the expiration or termination of this Agreement (Section 8.3; Market Creator Policy §4.2).
15. Acknowledgment
(a) You acknowledge that you have read and understood this Schedule A, that the Members only / pure-creator-discretion model confers on you sole and unreviewable authority over settlement, that the Platform assumes no responsibility for and exercises no accuracy review over your resolutions, and that in exchange you accept the full indemnification, fee-shifting, and conduct obligations set forth in this Schedule, Parts 1 and 2 of this Agreement, the Market Creator Policy, and the Terms of Service.
Cross-references: Terms of Service §§2.1(g), 2.1-2.4, 2.2(d), 2.6, 2.6(a)-(c), 2.6(d)-(g), 2.6(k), 3.2, 3.3, 3.4, 3.4(a)-(d), 3.6, 3.7, 3.8, 3.9, 3.9(f), 4.1-4.2, 4.4, 4.6, 4.7, 6.2, 6.3, 6.5-6.8, 7.1. Market Creator Policy §§1.1-1.6, 1.3(d), 1.4, 1.5, 2.1, 2.3, 3, 4, 4.2, 4.3, 4.4. Buyer Disclaimer §§1.1-1.2, 2, 4.1-4.2. Acceptable Use / Prohibited Markets Policy (incorporated by reference). Product Feature Spec (Market Types; Resolution Infrastructure; AMM and Pricing).
Questions about any of these documents? The Help Center explains them in plain language and has a support route.