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Last Updated: February 2026 These Terms of Service (these “Terms”) explain the terms and conditions by which you may access and use our website, www.tori.finance (the “Website”), operated by or on behalf of Tori (BVI) Limited (together with Tori Foundation, the “Company”, “we” or “us”), our App (as defined below), and any other Services provided by the Company, including any related content, tools, documentation, features and functionality collectively the “Services”. These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services. Important Notice: These Terms contain an arbitration agreement and class action waiver in Section 8. Please review that section carefully. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. For terms applicable to trUSD, please refer to the relevant trUSD Terms and Conditions.

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1. The Services

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1.1 Services

The Services provide an interface (the “App”) that displays data for the purpose of enabling users to interface, via a third-party wallet application (e.g., MetaMask, Rabby, or similar), with certain components of a set of smart contracts deployed on decentralized blockchains, namely the mechanisms inherent to the Tori Protocol. The set of smart contracts maintained and operated by the Company and the Tori Foundation, collectively with off-chain infrastructure (e.g., custody solutions, MPC wallets, key management systems, trading counterparty relationships, and proof of reserves systems) maintained and operated by the Company or its service providers, are referred to herein as the “Protocol”. In addition, the App displays data for the purpose of enabling users to interface, via a third-party wallet application, with certain components of open-sourced smart contract systems deployed on decentralized blockchains, such as certain liquidity pools on Curve Finance, Uniswap, Pendle, Morpho, Euler, and other decentralized finance protocols (the “Third Party Protocols”). Documentation relevant to the Services, the App, and the Protocol are available at docs.tori.finance (the “Documentation”). The Protocol itself is not part of the Services, and your use of the Protocol is entirely at your own risk. Additionally, the third party technologies required to be used or interacted with in order to interact with the Protocol, including but not limited to a Wallet (as defined below, and collectively the “Third-Party Tools”), are not part of the Services, and your use of such Third-Party Tools are entirely at your own risk. The App is separate and distinct from the Protocol and any Third-Party Tools and is not essential for the purpose of accessing or otherwise interacting with the Protocol. The App merely displays blockchain data and provides a web application that reduces the complexity of using the Third-Party Tools to otherwise interact with the Protocol. Activity on the Protocol is conducted via permissionless smart contracts as well as certain aspects of off-chain infrastructure detailed in the Documentation and maintained by the Tori Foundation and its affiliates, and users or other developers are free to create their own interfaces to interact with the Protocol. When you utilize any data inputs provided by the App to execute transactions, you are interacting with public blockchains, which provide transparency into your transactions. The Company does not control and is not responsible for any information you make public on any public blockchain by taking actions utilizing data provided by the App or the Services. The strUSD staking smart contract, including the management and transfer of trUSD rewards, is maintained by Tori Foundation and its designated affiliates. The App displays relevant data pertaining to strUSD, including any references to APY. You acknowledge that yield rates displayed are estimates and actual yields may vary significantly. The acquisition of strUSD is not offered to persons with their habitual residence or registered office in the European Union, the European Economic Area, or the United States. Any communications, whether via the App or other media, by Tori Labs relating to strUSD are made in its capacity as a service provider to the Tori Foundation.

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1.2 Wallets

To use certain of the Services it may be necessary to connect a third-party digital wallet (“Wallet”) to the App. In such cases, by using a Wallet in connection with the Services, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with the Company. You acknowledge and agree that we are not party to any transactions concluded while or after accessing our App, and we do not have possession, custody or control over any digital assets appearing on the App. When you interact with the App, you retain control over your digital assets at all times. The Company accepts no responsibility or liability to you in connection with your use of a Wallet or data provided by the App in consummating transactions using a Wallet, and makes no representations and warranties regarding how the Services will interact with any specific Wallet. The private keys and/or seed phrases necessary to access the assets held in a Wallet are not held by or known to the Company. The Company has no ability to help you access or recover your private keys and/or seed phrases for your Wallet, so please keep them in a safe place.

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1.3 Updates; Monitoring

We may make any improvements, modifications or updates to the Services, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, documentation, technical configurations or service features (the “Updates”) from time to time. Your continued access to and use of the Services are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in the Services, it has the right to do so for the purpose of operating the Services, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.

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1.3A Emergency Suspension; Discontinuation

THE COMPANY RESERVES THE ABSOLUTE RIGHT, IN ITS SOLE AND UNFETTERED DISCRETION, TO:
  • Suspend, restrict, or discontinue all or any part of the Services, the App, or the Protocol at any time, for any reason or no reason, with or without notice;
  • Implement emergency measures, including but not limited to pausing smart contracts, restricting transfers, or limiting functionality, in response to security threats, market conditions, regulatory concerns, or any other circumstance;
  • Modify, limit, or terminate your access to the Services without liability;
  • Refuse to process any transaction or request.
You acknowledge and agree that the Company shall have no liability to you or any third party for any suspension, restriction, discontinuation, or emergency action taken pursuant to this Section.

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1.4 Fees

While the Company does not presently charge any fees for the Services or the App, transactions executed by you utilizing data provided by the App and your use of the Services may cause you to incur fees such as blockchain gas or similar network fees, as well as fees charged by the Protocol, if any, and Third Party Protocols. All such fees displayed within your Wallet utilizing data inputs provided by the App are merely estimates and may not reflect actual costs incurred in broadcasting a transaction for execution according to the applicable consensus mechanism. Additionally, your external Wallet provider may impose a fee. We are not responsible for any fees charged by a third party. Due to the nature of distributed, public blockchains, transactions executed by you utilizing data provided by the App and the Services are non-refundable and the Company is not able to alter or mitigate any such fees. You will be responsible for paying any and all taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services, the App, the Protocol, and Third-Party Protocols. In certain cases, your transactions may not be successful due to an error with the blockchain or the Wallet, or due to changes in the distributed blockchain environment (e.g., during a spike in demand for block space and/or activity on the relevant network). We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.

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2. Who May Use the Services

You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is: (a) listed on:
  • (i) any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List;
  • (ii) the EU consolidated list of persons, groups and entities subject to financial sanctions, or any sanctions list maintained by any EU Member State;
  • (iii) the UK Consolidated List of Financial Sanctions Targets (HM Treasury);
  • (iv) any sanctions list maintained by the Cayman Islands;
  • (v) the United Nations Security Council consolidated list; or
  • (vi) any of Switzerland’s respective sanctions lists;
(b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting”; (c) a citizen, resident, or organized in, the following jurisdictions (the “Prohibited Jurisdictions”): Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea regions of Ukraine, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, the so-called People’s Republic of Donetsk, the so-called People’s Republic of Luhansk, United States, Venezuela, Yemen, Zimbabwe; (d) otherwise a party with which the Company is prohibited to deal under the laws of the U.S., the EU (or any of its Member States), the UK, or any applicable foreign jurisdiction; or (e) owned or controlled by such persons or entities listed in (a)-(d). The Company may utilize certain tools, such as IP-based geofencing and blockchain analysis, to enforce the above restrictions. By using the Services and/or the App, you represent that you are not a Prohibited Person. You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 4.2. We may require you to provide additional information and documents regarding your use of the Services, including in case of application of any applicable law or regulation, including laws related to anti-money laundering or for countering the financing of terrorism, or the request of any competent authority. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.

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3. Location of Our Privacy Policy

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://docs.tori.finance/legal/privacy.

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4. Rights We Grant You

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4.1 Right to Use Services

We hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

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4.2 Restrictions On Your Use of the Services

You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; (e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; (f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (i) use any robot, spider, crawler or other automatic device, process, software or query that intercepts, “mines,” scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same; (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (k) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable; (l) violate any applicable law or regulation in connection with your access to or use of the Services; or (m) access or use the Services in any way not expressly permitted by these Terms.

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4.3 Interactions with Other Users on the Services

You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

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5. Ownership and Content

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5.1 Ownership of the Services

The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.

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5.2 Ownership of Trademarks

The Company’s name, trademarks and logos and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

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5.3 Ownership of Feedback

We welcome feedback, bug reports, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

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6. Third Party Services and Materials

The Services, through the App, may provide data relevant to the Third-Party Protocols. The Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third party websites. The Company does not endorse any Third-Party Materials or the use of any provider of any Third-Party Protocols. You agree that your access and use of such Third-Party Protocols and Third-Party Materials (e.g., services like Telegram, Discord, or protocols like Pendle, Morpho, Euler, Curve) is governed solely by the terms and conditions of such Third-Party Protocols and Third-Party Materials, as applicable. The Company is not responsible or liable for, and make no representations as to any aspect of such Third-Party Materials and Third-Party Protocols, including, without limitation, their content, operation, or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Protocols. The Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, risk, functionality, safety, or any other aspect of such Third Party Protocols or Third Party Materials or websites. You irrevocably waive any claim against the Company with respect to such Third-Party Protocols and Third-Party Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Protocols or Third-Party Materials, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Protocols. Third-Party Protocols, Third-Party Materials and links to other websites are provided solely as a convenience to you.

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7. Disclaimers, Limitations of Liability and Indemnification

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7.1 Disclaimers

Your access to and use of the Services and the Protocol are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”), and Wallet Operators (as defined below) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Company Entities and Wallet Operators make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and the Protocol; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or the Protocol; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; and (d) whether the Services or the Protocol will meet your requirements or be available on an uninterrupted, secure or error-free basis. The Company and its affiliates are not registered in any capacity with any financial regulatory body in any jurisdiction, except as may be disclosed on our website. You understand and acknowledge that we do not broker trading orders on your behalf, match orders for buyers and sellers of securities or any other assets, or offer any products, financial or otherwise, for sale or distribution. We also do not facilitate the execution or settlement of your transactions, which occur entirely on public distributed blockchains. The App is strictly a means by which users may construct transaction data to be utilized by the individual user by executing transactions utilizing Wallets. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. You agree and understand that all transfers, staking, or other actions you perform utilizing transaction data provided by the App are considered unsolicited, which means that you have not received any investment advice from us in connection with any such action, we have not actively solicited your use of the Services, and that we do not conduct a suitability review of any such action. All information provided by the App and our Services is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the App or obtained via the Services. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

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7.2 Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES OR MULTISIG MEMBERS BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

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7.3 Assumption of Risks

By using the Services, you expressly acknowledge and assume all risks associated with the Services, the App, and the Protocol. (a) By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency, using blockchain technology and staking cryptocurrency. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks. You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency. (b) There are certain secure wallet systems, which may include multi-signature wallets, multi-party computation (MPC) wallets, or other key management solutions (collectively, “Operational Wallets”, and the individuals or entities authorized to participate in the signing or approval of transactions from such wallets, the “Wallet Operators”) that have certain controls related to the Protocol. These controls may include, but are not limited to, the ability to pause certain functionality of the Protocol, implement or influence upgrades to the Protocol (or any aspect thereof), and certain other controls of the functionality of the Protocol as described in the Documentation or in public communications. While the Operational Wallets may have Wallet Operators that are employed or engaged by the Company, they may be controlled partially or entirely by Wallet Operators that are unaffiliated third parties over which we have no or limited control. We will not be able to control the actions of such Wallet Operators if they are not employed or engaged by us and thus certain Operational Wallets will be outside of our control. The Company therefore cannot be held liable for any action, or inaction, relating to such Operational Wallets or the third-party service providers (such as MPC providers or custodians) that may be used in connection with such wallets. (c) The regulatory regimes governing blockchain technologies, cryptocurrencies and other digital assets are uncertain, and new regulations or policies may materially adversely affect the potential utility or value of the Services, the Protocol, Third-Party Protocols, cryptocurrencies and other digital assets, or the ability of the Company to continue to provide or support such Services and/or the App. Additionally, taxation of activities and transactions in cryptocurrencies and other digital assets is uncertain in certain cases in certain jurisdictions. You are encouraged to consult with your own tax advisor with respect to potential tax implications associated with utilizing the Services, the App, and the Protocol. (d) We cannot control or influence market sentiment or liquidity or how third-party services or platforms support, quote, restrict or provide access to, or value cryptocurrencies and other digital assets and we expressly deny and disclaim any liability to you and deny any obligations to indemnify or hold you harmless for any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets. (e) Smart contracts execute automatically when certain conditions are met. Transactions on blockchains or using smart contracts often cannot be stopped or reversed, so vulnerabilities in the programming, design, or implementation of a blockchain, the Protocol, any deployed smart contracts, or a Third-Party Protocol may arise due to hacking or other security incidents and could result in significant adverse effects, including but not limited to, significant volatility or loss of any digital assets elected into the Protocol. (f) The Documentation describes certain risks associated with the Protocol in detail, including risks specific to trading strategies, counterparty exposure, and yield variability. Please review the Documentation and the General Risk Disclosures for additional risks associated with utilizing the Services or the App in conjunction with your use of, and access to, the Protocol. The Company hereby disclaims any and all liability associated with risks disclosed in the Documentation to the fullest extent provided by applicable law. (g) You acknowledge that the Protocol, trUSD, strUSD, and the underlying smart contracts and blockchain technology are novel technologies. There is no guarantee that the technology will perform as expected, be free from defects, or continue to operate. (h) In the event of any loss, whether due to smart contract failure, counterparty default, regulatory action, market conditions, or any other cause, you may have no recourse against the Company, its affiliates, or any other party. (i) Blockchain transactions are irreversible. The Company cannot reverse, cancel, or refund any transaction. You bear full responsibility for all transactions you initiate.

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7.4 Indemnification

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities and Wallet Operators harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

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7.5 Third Party Beneficiaries

You and the Company acknowledge and agree that the Company Entities (other than the Company) and the Wallet Operators are third party beneficiaries of these Terms, including under Section 7 and 8.

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8. ARBITRATION AND CLASS ACTION WAIVER

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8.1 Important Notice

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

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8.2 Informal Process First

You and the Company agree that in the event of any dispute between you and the Company Entities or the Wallet Operators, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against you, any Company Entity or any Wallet Operators, as applicable.

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8.3 Arbitration Agreement and Class Action Waiver

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services, including the App, any use or access or lack of access thereto, and any other usage of the Protocol even if interacted with outside of the Services or App, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim including those not of a contractual nature - arising out of, related or connected to the Services, the App, or otherwise, shall be settled by arbitration under the BVI IAC Arbitration Rules (the Rules), by three arbitrators, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The language of arbitration will be English.

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8.4 Exceptions

Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and quantum limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

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8.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the Claim is frivolous, then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules.

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9. Additional Provisions

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9.1 Updating These Terms

We may modify these Terms from time to time in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

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9.2 Suspension; Termination

If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in Section 4.2; (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of these Terms; (iv) if you are a Prohibited Person and/or reside in a Prohibited Jurisdiction; and/or (v) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

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9.3 Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

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9.4 Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

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9.5 Miscellaneous

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms are governed by the laws of the British Virgin Islands, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the courts in the British Virgin Islands.

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9.6 How to Contact Us

You may contact us regarding the Services or these Terms by e-mail at [email protected].