TrueX Logo

Terms of Service

Last Updated: July 9th, 2024

  1. Introduction These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to your access to and use of the website https://truex.co (the “Site”) and any other website owned, controlled and operated by True Markets Limited for itself or on behalf of its affiliated companies (collectively, ”TM”, ”we”, or ”us”) and which posts or links to these Terms, and the related products and services provided us as described in these Terms (collectively, our ”Services”). THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIAL OR CLASS ACTIONS. Please read these Terms carefully. By accessing the Site or creating an account to use our Site and Services, you agree to be legally bound by these Terms and represent the following: (a) you are at least the age of majority in your jurisdiction and have the right and power to enter into and comply with these Terms, (b) you meet the eligibility requirements to use our Services as set out in these Terms, and (c) your access and use of the Services will fully comply with all applicable laws and regulations. You agree that you will not access or use any of our Services to conduct, promote, or otherwise facilitate any illegal activity.

  1. Changes to these Terms We may amend or modify these Terms at any time by posting the revised agreement on the Site and/or providing you with a copy of the updated Terms. The revised Terms will be effective as of the time they are posted. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Site and Services, and close your TM Client Account, if applicable.

  1. Additional Definitions

  1. “Bona Fide Matched Transaction(s)” is a trade order on [TrueX] that has been matched and recorded onto [TrueX Exchange].
  2. “Communications” shall have the meaning set forth in Section 21.
  3. “TM” shall have the meaning set forth in Section 1.
  4. “TM Client Account” means a user account with [TrueX] accessible via the Services in order to trade on [TrueX Exchange].
  5. “TrueX Exchange]” is each digital assets trading platform operated through each of TM’s wholly owned subsidiaries. Currently, True Markets Inc. is operating TrueX Exchange.
  6. “Digital Asset” means bitcoin, ether and any other digital assets that may be traded on the TrueX Exchange.
  7. “External Provider” means any Third Party Custodian: (i) from which you may load Digital Assets into your Third Party Custodial Account, and (ii) to which you may transfer Digital Assets from your Third Party Custodial Account.
  8. “Feedback” shall have the meaning set forth in Section 16.
  9. “Fees” shall have the meaning set forth in Section 13.
  10. “Fee Schedule” means the current fee schedule posted at insert website link, which TM may amend, change or alter at time in its discretion.
  11. “Force Majeure Event” shall have the meaning set forth in Section 27.
  12. “Net Settlement” means your net settlement of your Bona Fide Matched Transactions, including any Fees due, that occurs during any Net Settlement Cycle within the Third Party Custodial Account.
  13. “Net Settlement Cycle” means the cycle that will occur automatically at least once every 24 hours in which (a) TrueX Exchange will: calculate your net settlement of your Bona Fide Matched Transactions, including any fees due, and send instructions to the Third Party Custodian that such Bona Fide Matched Transactions settle.
  14. “Services” shall have the meaning set forth in Section 1.
  15. “Site” shall have the meaning set forth in Section 1.
  16. “Third Party Custodial Account” means the account created and maintained with your Third Party Custodian”
  17. “Third Party Custodian” means a dedicated, segregated third party custodial account storage of your Digital Assets and/or Fiat [Define]
  18. “we” or “us” shall have the meaning set forth in Section 1.

  1. TM Client Account

  1. In order to engage in any trades from a Third Party Custodian via the Services on TrueX Exchange, you must first create a TM Client Account. You must provide any information requested when creating a TM Client Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete. To interact with TrueX Exchange, this will require you to sign-in with an [REFERENCE PASSKEY?] provider.
  2. You authorize us to make inquiries, whether directly or through third parties that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
  3. When you create a TM Client Account, you agree to: (a) utilize [AUTHORIZATION PROVIDER] for login purposes; (b) provide accurate and truthful information; (c) maintain and promptly update your TM Client Account information; (d) maintain the security of your TM Client Account by restricting access to your TM Client Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your TM Client Account; and (f) take responsibility for all activities that occur under your TM Client Account and accept all risks of any authorized or unauthorized access to your TM Client Account, to the maximum extent permitted by law. TM may, in its sole discretion, limit the number of TM Client Accounts that you may hold, maintain, or acquire on our Services.
  4. You agree and acknowledge that you are solely responsible for securing access to the account managed by your [AUTHORIZATION] provider.
  5. If you lose access to your TM Client Account and cannot recover it yourself, you may contact TrueX Exchange’s customer support to see if they can assist in its recovery, but you agree and acknowledge that: (1) TM is not guaranteeing that it can recover any lost access to your TM Client Account and (2) any changes in or loss of Digital Assets and/or Fiat Third Party Custodial Account related to the loss of your password or access to your account or unauthorized access to your account are your sole responsibility and TM is not liable for such changes or loss.

  1. Account Creation

  1. TrueX Exchange, in its sole discretion, may refuse to open a TM Client Account, or suspend or terminate the trading of any Digital Assets from your Third Party Custodial Account.
  2. In order to complete an offer, bid, order, trade or transaction via the Services, you must first load Digital Assets to your Third Party Custodial Account. You may be charged fees by the External Provider you use to transmit Digital Assets or Fiat to or from your Third Party Custodial Account. TrueX Exchange is not responsible for any External Provider fees or for the management and security of any External Account. You are solely responsible for your use of any External Provider, and you agree to comply with all terms and conditions applicable to any External Provider. The timing associated with a load transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Provider, and TM makes no guarantee regarding the amount of time it may take to load Digital Assets into your Third Party Custodial Account.
  3. In some cases, the External Provider may reject your Digital Assets or may otherwise be unavailable to receive your Digital Assets. You agree that you will not hold TM liable for any damages resulting from such rejected transactions.
  4. Before you are permitted to transact on TrueX Exchange, you must complete TM’s KYC/AML onboarding diligence processes.

  1. Orders and Trades,

  1. To place an order on TrueX Exchange, you first must authenticate yourself to TrueX Exchange by logging into your TM Client Account. You then place the order via the Services on TrueX Exchange. The Digital Assets in your Third Party Custodial Account remain in your Third Party Custodial Account and are not placed with TrueX Exchange in order to place an order, match a transaction, or settle an order. TrueX Exchange does not touch your Digital Assets or Fiat.
  2. When you submit a new order via the Services, you authorize TrueX Exchange to execute a transaction in accordance with such order on a spot basis and charge you any applicable Fees as set forth in our current Fee Schedule [add link].
  3. You acknowledge and agree that: (a) TM is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, (b) no communication or information provided to you by TM shall be considered or construed as investment, tax, or any other form of advice, (c) any information provided by TM to you is given strictly for educational purposes and designed to provide information about prices, ranges and volatility of Digital Assets, and (d) TM does not market, promote or offer any product to you or any third party through its Services.
  4. If you select a market trade, TrueX Exchange will attempt, on a commercially reasonable basis, to execute the trade on or close to the prevailing market exchange rate onTrueX Exchange via the Services. You acknowledge and agree that the exchange rate information made available via our Services may differ from prevailing exchange rates made available via other sources outside of the Services.
  5. All prices on TrueX Exchange reflect the price applicable to the purchase or sale of Digital Assets in your order. All Digital Asset sales and purchases on TrueX Exchange are subject to availability. We reserve the right to cancel or discontinue any sale or purchase of any Digital Assets with or without notice.
  6. Once TrueX Exchange’s matching engine executes your order, the matched transaction will be recorded on [WHERE IS THE TRANSACTION RECORDED], and a confirmation will be electronically made available to you via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
  7. All sales and purchases of Digital Assets via the Services are final. We do not accept any returns or provide refunds for your purchase of Digital Assets.

  1. Lost or Stolen Funds

  1. You agree and acknowledge that in the event that any Digital Assets are transferred, stolen or otherwise missing from your Third Party Custodial Account, you are solely responsible for the loss of such Digital Assets.

  1. User Notice of Withdrawals from Third Party Custodial Account

  1. You may activate a withdrawal from your Third Party Custodial Account by logging onto TrueX Exchange and sending TM a notice indicating the amount of Digital Assets that you intend to withdraw from your Third Party Custodial Account. After TM reviews your unmatched and matched but unsettled order amounts on TrueX Exchange, if your Third Party Custodial Account holds sufficient Digital Assets to cover the notified withdrawal amount, TrueX Exchange will send instructions to the Third Party Custodian to verify the withdrawal amount.  All transfers, withdrawals or similar movement of Digital Assets [and/or Fiat] (including the timing thereof) will be in the control or and effected by such Third Party Custodian.
  2. Notwithstanding the preceding clauses or any other provision within these Terms, TM reserves the right to take actions in the event of identified illicit activity associated with your TM Client Account.  Additionally, TM may take action when it deems an activity to be beyond its acceptable risk tolerance level. Depending upon the illicit activity involved, TM’s actions in response may include, among other things, not permitting the user to place new orders on TrueX Exchange, suspending or cancelling the user’s TM Client Account, a report to relevant authorities, and/or not responding to a user’s notification of withdraw, which would result, among other things, in the user’s Digital Assets being locked in its Third Party Custodial Account.

  1. Incentive Programs

  1. Any incentive or promotional program(s) (including but not limited to any kind of reward or referral programs) that may be launched or offered by us from time to time shall be governed by these Terms and any additional terms and conditions attached in an addendum to these Terms.

  1. General Obligations

  1. We may, at any time and in our sole discretion, refuse any trade, purchase or sale order submitted via the Services, impose limits on the trade, purchase, sale, or transfer permitted via the Services or impose any other conditions or restrictions upon your use of the Services for buying, selling, or trading Digital Assets without prior notice. For example, we may limit the number of open bids, offers, or orders that you may establish via the Services, or we may restrict trades from certain locations.
  2. We [may be][are] subject to various legal and regulatory obligations imposed by the laws and supervisory authorities of various jurisdictions e.g., anti-money laundering laws, financial services laws, corporation laws, privacy laws and tax laws. These obligations may require us to process certain personal data for identity verification, payment processing, compliance with court orders, tax laws or other purposes not disclosed herein. Please refer to our Privacy Notice and Collection Statement for information we may collect about you and how we may use it. These obligations may arise at various times, including, but not limited to, client on-boarding, order placement and settlement and systemic checks for risk management. We reserve the right to lock, disable and/or close TM Client Accounts as deemed necessary by us in order to comply with any such legal and regulatory obligations now existing or hereinafter imposed.
  3. We may, at our sole discretion, reverse an order or transaction under certain extraordinary conditions. Our customers do not have a right to a reversal of an order or transaction.
  4. In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, in the Net Settlement or any other transaction, we reserve the right, and you authorize TrueX Exchange, to correct such error, including by revising the transaction (including charging the correct price), cancelling the transaction, or taking any other action to resolve the error.
  5. If you have an insufficient amount of Digital Assets in your Third Party Custodial Account to complete a transaction via the Services, we may reject the initial order, cancel the entire transaction or may fulfill a partial transaction using the amount of Digital Assets currently available in your Third Party Custodial Account, less any Fees owed to TrueX Exchange in connection with our execution of the order.
  6. It is your responsibility to determine what, if any, taxes apply to the trades or transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that TrueX Exchange is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades or transactions. If required by applicable law, TrueX Exchange may report tax to the relevant taxing authority.

  1. Risk Disclosure

  1. The risk of loss in trading Digital Asset pairs can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources, and you should know the following points:
  2. You may sustain a total loss of the Digital Assets in your Third Party Custodial Account.
  3. Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit or there is insufficient liquidity in the market.
  4. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
  5. All Digital Asset positions involve risk, and a “spread” position may not be less risky than an outright “long” or “short” position.
  6. ALL THE POINTS NOTED ABOVE APPLY TO ALL DIGITAL ASSET PAIR TRADING. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS ASSOCIATED WITH THESE TRADES.
  7. You agree that there may be operational issues, human error, malicious conduct (such as fraud or cyber-attack) and other risks associated with the transmission of Digital Assets, which may delay, prevent, misdirect, or otherwise frustrate your ability to withdraw your Digital Assets, or impact the Services, or the Site.
  8. You agree that your Digital Assets are not deposited in your TM Client Account or with True Markets, and that TM is not responsible for any actions by you or third parties that delay, prevent, misdirect, or otherwise frustrate the deposit, withdraw, or transfer of Digital Assets from your Third Party Custodial Account, or for any losses or fees resulting therefrom. You further agree that TM is not obligated to assist or support you in any fashion with any unsuccessful transmission of Digital Assets.
  9. We do not own or control the underlying software protocols of Digital Asset networks that govern the operation of Digital Assets. In general, the underlying protocols are open source, and anyone can use, copy, modify or distribute them. We are not responsible for the operation of the underlying network protocols, and we make no guarantees regarding their security, functionality or availability.
  10. The Services user interface may display incorrect information or information that differs from our internal books and records. In the event of any conflict, the contents of our internal books records shall prevail.
  11. You acknowledge and agree that you shall access and use the Services at your own risk, including but not limited to the risks described in this Section 11 and the remainder of these Terms.
  12. TRUE MARKETS IS NOT A BANK OR OTHER DEPOSITORY INSTITUTION. YOUR TM CLIENT ACCOUNT IS NOT A DEPOSIT ACCOUNT OR A BANK ACCOUNT. NEITHER YOUR TM CLIENT ACCOUNT NOR DIGITAL ASSETS ARE COVERED BY INSURANCE AGAINST LOSSES OR THE PROTECTIONS OF ANY COMPARABLE ORGANIZATION ANYWHERE IN THE WORLD.

  1. Fees

  1. You agree to pay TrueX Exchange the fees for all Bona Fide Matched Transactions completed via our Services (“Fees”) as made available via a the Fee Schedule, which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services and will apply prospectively to any Digital Asset trades or transactions that take place following the effective date of such revised Fee Schedule.
  2. In addition to the Fees, your External Provider may impose fees. Any fees imposed by your External Provider will not be reflected on the transaction screens or in notices to you containing information regarding applicable Fees imposed byTM. You are solely responsible for paying any fees imposed by an External Provider.
  3. You authorize us, or our designated payment processor, to charge you for any applicable Fees owed in connection with trades, transactions, and actions you complete via the Services, which will be reflected in each Net Settlement.

  1. Account Security

  1. You agree to notify us immediately of any unauthorized access to or use of your TM Client Account username or any other breach of security. You also agree to ensure that you exit from your TM Client Account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
  2. We have the right to disable any TM Client Account username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

  1. Acceptable Use

  1. You may use the Site, your TM Client Account, your Third Party Custodial Account, and Services only for lawful purposes and in accordance with these Terms. You agree not to use the Site, your TM Client Account, Third Party Custodial Account, and Services:

  1. In any way that violates any applicable federal, state, local, or international law or regulation.
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  4. To impersonate or attempt to impersonate TM, a True Markets employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  5. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm True Markets or users of the Services, or expose them to liability.

  1. Additionally, you agree not to:

  1. Use the Site, Services, your Third Party Custodial Account or TM Client Account, or TM Client Accounts of others in any manner that could disable, overburden, damage, or impair the Site, Services, Third Party Custodial Account or TM Client Account, or the Third Party Custodial Accounts or TM Client Accounts of others or interfere with any other party’s use of the Site, Services, or their Third Party Custodial Account or TM Client Accounts.
  2. Use any robot, spider, or other automatic device, process, or means to access the Site, Services, or the Third Party Custodial Accounts or TM Client Accounts of others for any purpose, including monitoring or copying any of the material on the Site, the Site, Services, or the Third Party Custodial Accounts or TM Client Accounts of others.
  3. Use any manual process to monitor or copy any of the material on the Site, and the Third Party Custodial Accounts or TM Client Accounts of others or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  4. Use any device, software, or routine that interferes with the proper working of the Site, Services, your Third Party Custodial Account or TM Client Account, or the Third Party Custodial Accounts or TM Client Accounts of others.
  5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Site, your Third Party Custodial Account or TM Client Account, or the Third Party Custodial Accounts or TM Client Accounts of others.
  6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, Services, or the the Third Party Custodial Accounts or TM Client Accounts of others, including the servers and databases utilized by such parties.
  7. Attack the Site, Services, your Third Party Custodial Account or TM Client Account, or the Third Party Custodial Accounts or TM Client Accounts of others via a denial-of-service attack, a distributed denial-of-service attack or any other similar type of attack.
  8. Otherwise attempt to interfere with the proper working of the Site, Services, your Third Party Custodial Account or TM Client Account, or the Third Party Custodial Accounts or TM Client Accounts of others.

  1. Feedback. TM welcomes suggestions, comments, and other feedback on the Services (“Feedback”) from all of its customers. If you provide TM with Feedback, you agree that: (i) TM is not subject to any confidentiality obligations with respect to the Feedback; (ii) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to TM; (c) TM may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or reimbursement of any kind for Feedback.

  1. Intellectual Property Rights

  1. The Site and Services and their entire contents, features, and functional the technology (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by True Markets, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  2. These Terms permit you to use our Site, and Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services. You must not access or use for any commercial purposes any part of the Services we provide.
  3. If you copy, modify, download, or otherwise use or provide any other person with access to any part of the Site, the technology underlying the Services in breach of these Terms, your right to use the Site, your TM Client Account, Third Party Custodial Account or Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site, the technology underlying Services or any content on the Site, TrueX Exchange  and Services is transferred to you, and all rights not expressly granted are reserved by True Markets. Any use of the Site and/or Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

  1. Trademarks. The True Markets name, TM, and all related names, logos, product and service names, designs, and slogans are trademarks of True Markets or its affiliates or licensors. You must not use such marks without the prior written permission of True Markets.

  1. Reliance on Information Posted

  1. The information presented on or through the Site, and Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services or by anyone who may be informed of any of its contents.
  2. The Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by True Markets, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the True Markets. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.

  1. Third-Party Links. If the Site or Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked through the Site you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

  1. Electronic Disclosure

  1. You agree to receive electronically all communications, agreements, documents, receipts, notices, tax forms and disclosures (collectively, “Communications”) that True Markets provides, if any,  in connection with your TM Client Account and/or use of the Services.
  2. It is your responsibility to keep your email address, mobile phone number, and street address on file with True Markets up to date so that True Markets can communicate with you electronically. You understand and agree that if True Markets sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect or out of date, our ability to contact you at the email address and/or mobile phone number is blocked by your service provider, or you are otherwise unable to receive electronic Communications, TM will be deemed to have provided the Communication to you whether or not you actually received the Communication. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in         your email address book, you must add True Markets to your email address book so that you will be able to receive the Communications we send to you.

  1. You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to TrueX or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

  1. Limitation on Liability

  1. To the fullest extent provided by law, in no event will True Markets, its affiliates, or its licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, your Third Party Custodial Account, or Services, or any websites linked to either the Site, or Services, any content on the Site and Services, or such other websites or applications, including any direct, indirect, special, incidental, consequential, or punitive damages, including those arising from the loss of data or a data breach, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
  2. The limitation of liability set out above does not apply to liability resulting from death or bodily injury resulting from our negligence or fraud related to Services you use through the Site.
  3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  4. If we are held liable due to a breach of our obligations under these Terms, an unlawful act or otherwise, our liability shall be limited to the maximum of the Fees paid by you to us during the three (3) month period preceding the event causing such liability.
  5. We shall not be liable for your damages unless you have detailed the damages to us. Any compensation claim will lapse if you fail to report the claim to us within three (3) months of the damages occurring.

  1. Indemnification You agree to defend, indemnify, and hold harmless True Markets, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site, your Third Party Custodial Account, and Services, other than as expressly authorized in these Terms, or your use of any information obtained from the Site or Services.

  1. Governing Law and Venue All matters relating to the Site and Services, and these Terms, and any dispute or claims arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of [                        ] without giving effect to any choice or conflict of law provision or rule. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. [Arbitration Clause]

  1. Sanctions; Export Control; and Jurisdictional Restrictions

  1. Unless authorized or exempt from regulation, the Services may not be used to deposit, withdraw or conduct trades or transactions in Digital Assets or to engage in any other service by or with: (a) an entity or individual located, organized or resident in a sanctioned jurisdiction (these regions may vary be jurisdiction); an entity or individual on the United Nations Security Council Consolidated List, or regional or foreign government watchlists; or (c) an entity directly or indirectly owned or controlled by any person located, organized or resident in a sanctioned jurisdiction or any person listed in the United Nations Security Council Consolidated List, or regional or foreign government watchlists.
  2. True Markets may report (as appropriate) any deposit or withdrawal in your Third Party Custodial Account, trade or transaction involving sanctioned jurisdictions or persons on the UN Security Council Consolidated List, or regional or foreign government watchlists or persons otherwise subject to sanctions. We reserve the right to lock, disable and/or close accounts under review for sanctions compliance violations.
  3. For the avoidance of doubt, True Markets will not provide Services to any entities located, incorporated, or established in or individuals located in or residences of the jurisdictions that may fall under Section 25(a) or (b) above as well as any other jurisdiction that True Markets deems appropriate to bar based upon regulatory concerns.
  4. By using our Site and Services, you represent and warrant that you are not located in an embargoed country or jurisdiction. You agree that True Markets software and Services will not be used, exported, reexported, or transferred for any purpose prohibited by applicable laws or local export or import control laws and regulations.

  1. Force Majeure Events. True Markets shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond True Market’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government (including legislative or regulatory action), communications, power failure, or equipment or software malfunction or any other cause beyond True Market’s reasonable control (each, a “Force Majeure Event”).

  1. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN [TIME LIMIT] AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Discontinuance of Services. True Markets may, in its sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

  1. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

  1. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of True Markets.

  1. Entire Agreement. The Terms constitutes the entire and exclusive agreement and understanding between True Markets and you regarding the Services, and supersedes and replaces any and all prior oral or written understandings or agreements between you and True Markets regarding the Services.

  1. Severability If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.