Terms of Service

1. Definitions

In these Terms, capitalised expressions have the following meaning:

Service — the Botely website, application and signal-distribution infrastructure operated at https://botely.trade and related subdomains.

Provider — Botely, the operator of the Service (see Contact).

Subscriber or you — the natural person who has accepted these Terms and registered an account.

Signal — an algorithmically generated information item identifying a market (e.g. ETH-USD), a direction (LONG or SHORT), a suggested entry range, take-profit and stop-loss levels, a maximum hold time, and a sizing indication expressed as a percentage of the capital you have allocated to the strategy.

Recommendation — an investment recommendation within the meaning of Article 3(1)(35) of Regulation (EU) 596/2014 (MAR). Each Signal is a Recommendation.

Subscription — a recurring (monthly or annual) paid plan giving access to one or more tiers of Signals through the channels (webhook, Telegram, email, in-app feed) supported by that tier.

Strategy — the algorithmic configuration that produces Signals, identified by a version code (e.g. v6.4, v7) and a cryptographic methodology hash.

Restricted Person — a person ineligible to use the Service under section 6 below.

Effective Date — the date shown at the top of this document.

2. Acceptance and eligibility

2.1. You accept these Terms by ticking the acceptance checkbox at signup, by signing in to your account, or by otherwise using the Service. Continued use of the Service after a non-material amendment to these Terms constitutes acceptance of the amended version.

2.2. To use the Service you must (i) be at least 18 years old; (ii) have full legal capacity; (iii) not be a Restricted Person; (iv) reside in a jurisdiction in which use of the Service is lawful for you.

2.3. You agree to provide accurate registration information and to keep it up to date. You are responsible for keeping your credentials confidential and for all activity on your account.

3. Description of the Service

3.1. The Service distributes Signals generated by proprietary algorithmic Strategies analysing public market data (price candles, regime indicators) on crypto perpetual contracts listed on Hyperliquid. Coverage includes BTC-USD, ETH-USD, SOL-USD and BNB-USD perpetuals.

3.2. Signals are distributed broadcast cross-tenant: every Subscriber of a given tier receives, simultaneously and with identical content, the same Signals. Tier differentiation, where present, applies to delivery channels (webhook, Telegram, email, in-app) or to delay, never to the substantive content of the Recommendation.

3.3. The Service does not include: (a) custody of crypto-assets, wallet keys, seed phrases or any means of access; (b) individual profiling of you (suitability questionnaires, risk-tolerance assessment, financial-capacity assessment); (c) provider-supplied client-side software, scripts, templates or automation kits that execute Signals on your own account from your own keys.

3.4. Paid tiers (Standard, Advanced, Custom) may include, at your election, an Optional Autotrade Feature: the Botely Bot signs and submits orders against your Hyperliquid account using a Botely-controlled agent wallet that you approve from your own wallet through the in-app onboarding wizard. The scope, technical limits and revocation mechanics of the Optional Autotrade Feature are described in section 4A (Optional Autotrade Architecture). The Optional Autotrade Feature is enabled only if you complete the onboarding wizard and accept the additional risk disclosures presented therein; you can disable it at any time from your dashboard or by revoking the agent wallet from your own wallet at any time.

3.5. The Service includes an optional paper trading feature: a simulation against a virtual portfolio, with no real orders placed on any venue, offered for evaluation and education only.

4. No investment advice; classification of the Service

4.1. The Service distributes investment recommendations within the meaning of Article 3(1)(35) and Article 20 of Regulation (EU) 596/2014 (MAR), as supplemented by Commission Delegated Regulation (EU) 2016/958.

4.2. The Service does not constitute investment advice within the meaning of Article 4(1)(4) of Directive 2014/65/EU (MiFID II), nor of Article 1, comma 5-septies of Italian Legislative Decree 58/1998 (TUF). The Recommendations are general in nature, identical for all subscribers of the same tier, and are not based on consideration of your individual circumstances, objectives, knowledge, experience, financial situation or risk tolerance.

4.3. The Service does not constitute discretionary portfolio management within the meaning of Article 4(1)(8) MiFID II. Where you enable the Optional Autotrade Feature described in section 3.4 and 4A, the Provider exercises strictly bounded execution authority and does not exercise discretion over the substance of the trading decision: (a) the agent wallet that the Provider operates is, by the Hyperliquid protocol's own design, incapable of withdrawing funds, transferring balances or initiating any non-trading action on your main account — the Provider's reach is structurally limited to placing and cancelling orders; (b) the set of markets actually traded by the Bot is restricted, by the Provider's server-side execution code, to ETH-USD, SOL-USD and BNB-USD perpetuals on Hyperliquid; any expansion of this set is a versioned change to the Provider's software, announced ex-ante to all subscribers under section 13, and not a discretionary act on the Provider's part against any individual subscriber; (c) entry / exit conditions are defined ex-ante by the algorithmic Strategies whose methodology is published on `/methodology`, distributed identically to all subscribers of the same tier as ordinary broadcast Recommendations, and applied without any subscriber-specific adjustment; (d) sizing is expressed as a percentage of the capital you have allocated, capped by your subscription plan's capital ceiling, and never calibrated to your individual financial situation; (e) you retain at all times the unilateral right to revoke the Botely agent wallet from your own Hyperliquid account, with effect from the moment of submission; (f) the Provider has no facility to withdraw funds, transfer balances, expand the agent's protocol-level scope, or initiate any transaction that is not order placement or cancellation. The classification of the Optional Autotrade Feature is subject to confirmation by a qualified legal practitioner; you are encouraged to consult your own legal counsel before enabling it.

4.4. The Service is not a crypto-asset service within the meaning of Regulation (EU) 2023/1114 (MiCA). The underlying perpetual contracts are derivatives within the meaning of MiFID II as clarified by the ESMA Public Statement of 24 February 2026 (ref. ESMA35-243228190-8024) and are therefore excluded from the scope of MiCA by virtue of Article 2(4)(a) and Recital 17 MiCA.

4.5. Sizing indications contained in Signals are expressed as a percentage of the capital you have allocated, at your own discretion, to the relevant Strategy. They are never expressed as an absolute monetary amount, and they are not calibrated to your individual financial situation.

4.6. Acting on a Signal is your decision alone. The Provider does not, and cannot, guarantee that any Signal will produce a profit or avoid a loss. Enabling the Optional Autotrade Feature does not change this: the Bot executes algorithmic Signals automatically but the underlying market risk, leverage risk and venue risk remain on you.

4A. Optional Autotrade Architecture

4A.1. Agent-wallet model. If you enable the Optional Autotrade Feature, you authorise — using your own EVM wallet (MetaMask, Rabby, hardware wallet via WalletConnect or equivalent) — an EIP-712 typed-data `approveAgent` action signed off-chain and submitted to the Hyperliquid `/exchange` endpoint. The action approves a Botely-controlled agent wallet (a separate Ethereum keypair, generated client-side in the wizard) to sign trading actions against your main Hyperliquid account. By the Hyperliquid protocol's own design, agent wallets have trading-only authority: they cannot withdraw funds, cannot transfer balances and cannot initiate any non-trading action against your main account. The Provider further restricts, in its server-side execution code, the actions actually submitted by the agent to placing and cancelling orders on the ETH-USD, SOL-USD and BNB-USD perpetual markets only.

4A.2. Non-custody of access means. Your seed phrase, mnemonic and primary private key remain at all times in your wallet. The Provider does not receive them, store them, or have any means to derive them. The Provider stores only the private key of the Botely agent wallet, encrypted at rest using AES-256-GCM with a master key kept server-side. Loss or compromise of the encrypted agent key would allow an attacker to place / cancel orders on your main Hyperliquid account within the protocol-level trading-only bounds described in 4A.1 — it would not allow withdrawals, transfers or any non-trading action.

4A.3. Revocation. You may revoke the Botely agent wallet at any time from your own wallet by signing the corresponding action on Hyperliquid (typically via the Hyperliquid web UI's agent-management screen, or by signing a replacement `approveAgent` action that supersedes the Botely agent). Revocation takes effect from the moment your signed action is accepted by Hyperliquid; from that moment the Provider's server is structurally incapable of signing further trading actions on your account, irrespective of any in-app setting.

4A.4. In-app kill switches. In addition to wallet-side revocation, you may pause the Optional Autotrade Feature from your dashboard at two levels of granularity: (a) master switch — disables the Bot for your account on the next runner tick (≤ 30 seconds); (b) per-strategy toggle — disables a single Strategy (e.g. v6.4) while leaving the others active. You may also close any open position manually from your dashboard at any time; the Bot reconciles with the new state on the next tick.

4A.5. Position sizing and capital ceiling. The Bot sizes each entry as `min(your equity on your main Hyperliquid account, the capital ceiling of your subscription plan) × the Strategy's published sizing fraction`. The capital ceiling for each tier is published at `/pricing` and reproduced in the wizard. The sizing fraction is published at `/methodology` for each Strategy version and applied identically to every subscriber of the same tier.

4A.6. Optional feature — no obligation. The Optional Autotrade Feature is at your discretion. Every paid tier delivers the full real-time Signal stream and HMAC-signed webhook independently of whether you enable autotrade. You may stay signal-only, enable autotrade later, or revoke and re-approve the agent wallet without changing your subscription.

5. Subscriptions, fees and refunds

5.1. Subscriptions are paid in advance on a recurring monthly or annual basis through our payment processor (Stripe). Applicable prices, taxes and billing cycle are shown at checkout.

5.2. As a consumer ordering a digital service, you have the right to withdraw from the contract within 14 days of conclusion under Articles 49–59 of Italian Legislative Decree 206/2005 (Codice del Consumo) implementing Directive 2011/83/EU. You waive this right by expressly requesting performance to begin during the withdrawal period and acknowledging that you will lose the right of withdrawal upon full performance; if you have not waived this right, you may withdraw by emailing legal@botely.trade within 14 days and we will refund any prepaid amounts net of services already rendered.

5.3. Outside the statutory withdrawal period, fees already paid are non-refundable unless required by mandatory consumer-protection law in your jurisdiction. You may cancel your Subscription at any time from your dashboard; cancellation takes effect at the end of the current billing period.

5.4. The Provider may change prices on at least 30 days' notice. Price changes apply to renewals only; you may cancel before renewal at no cost.

6. Restricted Persons and geo-restrictions

6.1. The Service is not available to, and may not be accessed or subscribed by, persons who are residents, citizens or located in: the United States of America, the United Kingdom, Canada, Israel, Iran, North Korea, Russia, Belarus, the regions of Crimea, the so-called Donetsk and Luhansk People's Republics, or any other country or region subject to comprehensive European Union restrictive measures or included in the FATF list of high-risk jurisdictions.

6.2. You represent and warrant that you are not a Restricted Person and that your access to the Service is lawful in your jurisdiction of residence.

6.3. The Provider may, at any time, suspend or terminate access from geographies it determines to be restricted, without notice and without liability.

6.4. Use of VPNs, proxies, false residence declarations or any other means to circumvent these restrictions is a material breach of these Terms.

7. Acceptable use

7.1. You agree not to: (a) reverse-engineer, decompile or attempt to derive the source of the Service or the distribution infrastructure; (b) redistribute Signals to any third party who is not a Subscriber; (c) use the Service to operate a competing signal-distribution service; (d) access the Service through automated means in a manner that imposes an unreasonable load on our infrastructure; (e) interfere with the security or integrity of the Service.

7.2. Apart from the Optional Autotrade Feature described in sections 3.4 and 4A — which runs on Botely-operated infrastructure under the technical constraints of the Hyperliquid agent-wallet model — the Provider does not supply, recommend, distribute or document any client-side automation, template, configuration or script that automatically executes Signals against any venue or wallet using credentials you control yourself. Any such automation you build outside the Optional Autotrade Feature is your sole responsibility and is expressly outside the scope of the Service.

8. Intellectual property

8.1. The Service, the Strategies, the Signal payloads, the methodology, the Botely name and logo, and all related materials are owned by the Provider and are protected by intellectual-property law.

8.2. The Provider grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your own personal, non-commercial trading purposes, for as long as your Subscription is active and these Terms are observed.

8.3. No other rights are granted, expressly or by implication.

9. Limitation of liability

9.1. To the maximum extent permitted by applicable law, the Provider's total aggregate liability arising out of or in connection with the Service is capped at the fees you have actually paid to the Provider in the twelve (12) months preceding the event giving rise to liability.

9.2. To the maximum extent permitted by applicable law, the Provider is not liable for: (a) trading losses you incur by acting (or not acting) on Signals; (b) loss of profits, loss of opportunity, loss of data or any indirect, special or consequential damage; (c) acts or omissions of third parties, including venues (such as Hyperliquid and its validators), payment processors, hosting providers, and delivery channels (Telegram, email providers, webhook receivers).

9.3. Nothing in these Terms limits or excludes liability for: (a) wilful misconduct or gross negligence (Italian Civil Code, Article 1229); (b) death or personal injury caused by negligence; (c) any other liability that cannot be limited or excluded under mandatory law applicable to you as a consumer.

10. Disclaimers

10.1. The Service is provided "as is" and "as available". The Provider makes no warranty as to availability, uptime, accuracy, timeliness or fitness for any particular purpose.

10.2. Hyperliquid is a third-party trading venue operated by entities unaffiliated with the Provider. The Provider does not control, and is not responsible for, Hyperliquid or for any other venue you choose to use.

10.3. Past performance, whether backtested or recorded live, is not indicative of future results. The Provider does not guarantee any return.

11. Indemnity

11.1. You agree to indemnify and hold harmless the Provider, its officers, employees and agents from any claim, loss, damage or expense (including reasonable legal fees) arising out of (a) your breach of these Terms; (b) your misuse of the Service; (c) your infringement of any third-party right; (d) your violation of any applicable law.

12. Term and termination

12.1. These Terms remain in force for as long as you have an account. You may close your account at any time from your dashboard or by emailing legal@botely.trade.

12.2. The Provider may suspend or terminate your account, with or without notice, if you materially breach these Terms, if the Provider is required to do so by law or by a competent authority, or if continued provision of the Service to you presents a regulatory or operational risk.

12.3. On termination, your access ceases; fees paid for the current billing period are non-refundable except as required by section 5 or by mandatory consumer-protection law. Sections 4, 6, 8, 9, 10, 11, 14 and 15 survive termination.

13. Changes to these Terms

13.1. The Provider may amend these Terms at any time. Material amendments take effect no earlier than 30 days after notice is given to you by email and by an in-product banner; you may cancel before the amendment takes effect at no cost.

13.2. Non-material amendments (clarifications, typographical corrections, addition of optional features) take effect on publication.

14. Governing law and jurisdiction

14.1. These Terms are governed by the laws of Italy.

14.2. Any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the courts of Rome, Italy.

14.3. If you are a consumer domiciled in another EU Member State, you retain the right granted by Articles 17–19 of Regulation (EU) 1215/2012 (Brussels I bis) to bring proceedings in the courts of your Member State of domicile, and you may not be sued elsewhere than in your Member State of domicile.

14.4. The European Commission operates an Online Dispute Resolution platform available at ec.europa.eu/consumers/odr. You may submit complaints relating to the Service via this platform.

15. Miscellaneous

15.1. Language. These Terms are published in English (canonical) and Italian. In case of conflict between the two versions, the English version prevails for interpretation.

15.2. Severability. If any provision is held invalid, the remaining provisions remain in full force.

15.3. No waiver. Failure to enforce any provision is not a waiver of the right to do so later.

15.4. Entire agreement. These Terms, together with the Privacy Policy, Risk Disclosure, Compliance Disclosure and Cookies Policy referenced from them, constitute the entire agreement between you and the Provider.

15.5. Assignment. You may not assign your rights or obligations under these Terms. The Provider may assign these Terms in connection with a merger, acquisition or sale of assets.

Contact

• Botely — Italian limited liability company to be incorporated prior to commercial launch. Until then, the service is operated in pre-launch by the founding team in their personal capacity, contactable at the addresses below.
• legal@botely.trade
• privacy@botely.trade (privacy / GDPR)
• compliance@botely.trade (compliance / MAR)
• dpo@botely.trade (DPO)
• Address (post-incorporation): To be confirmed at incorporation.

These documents are published in English (canonical) and Italian. In case of conflict between the two versions, the English version prevails for interpretation.

Changelog

• v1.0 — 2026-05-14 — Initial publication.