Private Beta Terms

These Private Beta Terms govern the use of the non-custodial technical execution infrastructure provided by Tradoo AG, Baarerstrasse 8, CH-6300 Zug, within the scope of Phase 1 (Execution Mode). The Platform enables the user to perform parametric execution of trading strategies for digital assets previously defined by the user. Tradoo makes no strategic investment decisions, performs no asset selection and does not alter the risk profile.

Access is restricted to a closed user group (shareholders, Pre-Seed/Seed investors, contractually bound team members and expressly authorized beta testers). No use by the general public occurs. Any public offering is made exclusively within the prospectus exemption pursuant to Art. 36(1)(b) FIDLEG, as the maximum total volume of capital raising does not exceed CHF 8 million.

The user undertakes to treat access credentials and internal information confidentially and not to disclose them to third parties.

Tradoo does not provide investment advice, suitability or appropriateness assessments, or individual recommendations for the acquisition or disposal of assets. All strategic decisions remain entirely with the user.

In Phase 1, no discretionary asset management pursuant to Art. 17 FinIA, no portfolio monitoring with intervention rights, no free asset allocation or rebalancing and no custody or control of private keys occurs. Tradoo provides exclusively an Execution-Only infrastructure that performs tactical parameterization within the strategy framework defined by the user.

Under current legal understanding, Phase 1 does not require authorization. Tradoo continuously monitors regulatory developments. Any future extension to licensed functions will occur only after obtaining the required authorization and with separate user consent (opt-in).

Email: legal@tradoo.finance

Communications may be transmitted electronically. Written form is required only where expressly mandated by law or contract.

Services in Phase 1 are directed exclusively to the closed user group defined in Section 1.2. No contractual relationship with consumers within the meaning of Swiss or foreign consumer protection law is established. Consumer protection provisions do not apply as the Platform is not offered to the general public.

In Phase 1, Tradoo provides a non-custodial, rule-based execution infrastructure enabling the user to perform algorithmically defined trade executions in their own name and for their own account. Tradoo does not provide asset management, investment advice, strategic allocation decisions, or portfolio monitoring with intervention rights in Phase 1.

Access to the Platform in Phase 1 is restricted exclusively to the following user groups:

All digital assets deposited by the user into the Smart Contract Vault for strategy execution remain at all times in the ownership and sole control of the user. The user retains complete and exclusive control over the associated private keys. Tradoo has no access to private keys or other means by which assets could be moved, released, or transferred at any time.

The user independently and at their own responsibility selects the strategy family (e.g., dynamic grid strategy, long-short hedge, market-neutral execution), the risk level and other fundamental framework parameters that determine the permitted orientation of trade execution. The fundamental strategic decision including risk capacity lies exclusively with the user. Tradoo has no substantive influence on these decisions.

The Platform performs exclusively tactical fine-tuning within the strategy family and risk level selected by the user. This includes in particular: adaptive structuring and adjustment of grid/range levels, setting of hedge and hedging intensities within permissible limits, control of rebalancing frequencies and trigger mechanisms and variable position sizes within maximum parameters defined by the user.

Usage-dependent fees apply for use of the Platform. These fees relate exclusively to the provision of the technical execution and parametric infrastructure (Execution Layer, optimization logic, monitoring). The fees do not constitute compensation for asset management, investment advice, or strategic allocation decisions.

The management fee is 1.5% per year and relates exclusively to the provision of technical execution and infrastructure services in Phase 1. Calculation is pro rata temporis based on the assets deposited by the user in the Smart Contract Vault.

The performance fee is 15% on realized net gains above the last documented high-watermark.

The user acts exclusively in their own name, for their own account and at their own risk. Use of the Platform may result in significant financial losses, including total loss of assets deposited in the Smart Contract Vault.

Tradoo makes no representations or guarantees regarding price or market developments, the effectiveness of individual execution logics, the achievability of specific results or returns, or the availability or uninterrupted operation of systems.

Digital assets are subject to sometimes significant price fluctuations. Rapid or unexpected market movements can materially affect execution of the selected strategy. The user bears the risk of all market and price changes entirely themselves.

To the extent selected strategies use derivative instruments or leverage mechanisms, there is risk of disproportionate losses, rapid liquidations (e.g., through protocol or margin mechanisms) and automatic position closures. Such events may occur without warning and lead to total loss of collateral deposited in the Vault.

Execution occurs through smart contracts and third-party decentralized protocols. These may be affected by implementation or logic errors, security vulnerabilities, network congestion or outages, changes through protocol governance, or external attacks or manipulations. Tradoo has no influence over these systems and assumes no liability for them.

There is no guarantee of capital preservation or achievement of any particular return. Past results or simulated strategy performance do not allow conclusions about future results.

Tradoo does not provide investment advice within the meaning of Art. 3 lit. c FinSA or comparable foreign regulations. In particular, there is no personal or individual recommendation, assessment of suitability or appropriateness, evaluation of risk capacity, or recommendation regarding strategy or target value specifications.

Tradoo does not provide asset management in the regulatory sense in Phase 1. In particular, the following do not occur:

An extension of functions provided in Phase 1 to discretionary asset management, including autonomous allocation decisions or strategic portfolio adjustments, is permissible only after obtaining corresponding authorization from the competent supervisory authority (e.g., FMA Liechtenstein or FINMA Switzerland). Until such authorization is obtained, use remains limited to Execution Mode.

Participation in Phase 2 requires separate, express and documented user consent, including:

The user is solely responsible for secure custody of their private keys, protection against loss, theft, or unauthorized access and appropriate backup and security measures.

The user represents that they are the legal and beneficial owner of the deposited assets, that they do not deposit any assets of unlawful or unclear origin and that they do not violate any legal, regulatory, or contractual obligations.

The user bears responsibility for compliance with all applicable regulations, in particular anti-money laundering legislation (AML/CFT), sanctions and embargo provisions and tax declaration obligations.

During Phase 1, the user undertakes to treat all information about the Platform confidentially, not to disclose any content, data, screenshots, or technical details without consent and to use the Platform exclusively for internal evaluation purposes. This confidentiality obligation continues to apply after termination of use.

All user decisions regarding selection of strategy family, setting of risk parameters, amount of assets deployed and activation, deactivation, or adjustment of strategy execution occur exclusively at the user"s own responsibility and risk. Tradoo assumes no fiduciary position and no duty of care or protection regarding the user"s investment decisions.

Tradoo is not liable for damages, losses, or value changes arising from or in connection with: market volatility, price movements, or liquidity shortages; liquidations or automated closures of derivative positions; smart contract vulnerabilities, implementation errors, protocol or code exploits; failures, attacks, or misconduct of decentralized protocols, oracles, or blockchain networks; or network congestion, transaction delays, or gas/fee fluctuations.

Since Tradoo has no access to user private keys or seed phrases, any liability for loss, forgetting, damage, disclosure, or compromise of the user"s private keys is excluded.

Tradoo is liable exclusively for intent and gross negligence. Any further liability, in particular for slight negligence, is excluded to the extent legally permissible.

Tradoo reserves the right to amend these Private Beta Terms with effect for the future, to the extent required for technical, regulatory, or operational reasons. Amendments will be communicated to the user electronically in advance. Continued use after expiration of a reasonable review period (at least 10 days) constitutes acceptance of the amended version. The user may withdraw their assets from the Smart Contract Vault at any time without cost.

All notices in connection with these Private Beta Terms may be transmitted electronically. For legally relevant notices, the email address legal@tradoo.finance is deemed delivered, unless written form is expressly required by law or contract.

Should any provision of these Private Beta Terms be or become invalid, unlawful, or unenforceable, the remaining provisions shall remain unaffected. The invalid, unlawful, or unenforceable provision shall be replaced by a valid, lawful and enforceable provision that most closely reflects the economic purpose of the original provision.

The user may not assign any rights or obligations under these Private Beta Terms without Tradoo"s prior written consent. Tradoo is entitled to assign these Private Beta Terms in whole or in part to affiliated companies or successors.

These Private Beta Terms, together with the supplementary documents (Terms of Use, Risk Disclosure Statement), constitute the entire agreement between the user and Tradoo. No oral side agreements exist.