Users who have completed Know-Your-Customer and Anti-Money Laundering checks, as well as other onboarding procedures, and are whitelisted with Tori (BVI) Limited (“Tori BVI”) are referred to herein as a “Protocol User.” To the extent you have not completed the aforementioned checks or been whitelisted but hold trUSD, these Terms still apply to your holding and use of trUSD (hereinafter referred to as “Holding User”). For the avoidance of doubt, Holding Users are not customers of Tori BVI. By obtaining and using trUSD, you understand and expressly agree to these Terms, regardless of whether or not you are a customer of Tori BVI, and you acknowledge that you have reviewed and understand each of the disclosures made in this document. Any provisions of these Terms that only apply to Protocol Users or Holding Users will be specifically noted herein. Unless so noted, each Section of these Terms applies to both Protocol Users and Holding Users, and any use of “you” or “your” refers to both Protocol Users and Holding Users. The terms herein applicable to Protocol Users are supplemental to the terms in the trUSD Protocol User Agreement. By holding or using trUSD, or using any of the trUSD Services, you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy and Cookie Policy, and you acknowledge and agree that you will be bound by these terms and policies. Section 22 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.
1. About trUSD
trUSD is a digital token issued by Tori BVI. trUSD issued by Tori BVI is a form of stored value and does not represent a claim, participation interest, economic right, voting right, or other similar right associated with Tori BVI or any of its affiliates. trUSD is not a currency, security, commodity, deposit, or financial instrument. trUSD is backed by a portfolio of assets and financial positions managed by Tori BVI and its affiliates, directly and through professional counterparties and institutional infrastructure (the “trUSD Reserves”). The trUSD Reserves may include, without limitation, stablecoins, synthetic dollar products, liquid staking tokens, spot crypto assets, derivatives positions, fixed income instruments, and other financial instruments. The composition, value, allocation, and management of the trUSD Reserves are subject to change at any time in Tori BVI’s sole discretion. The Tori Foundation (a Cayman Islands exempted foundation company, being the sole parent of Tori BVI) supports the Tori Protocol and its architecture, and may perform certain functions in connection with the Protocol and the trUSD Reserves. The Tori Foundation is a separate corporate entity to Tori BVI and is governed and managed independently (in accordance with its constitutional documents) and does not have any members, ultimate beneficial owners, or beneficiaries. trUSD is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the trUSD holder.1A. Nature of Transaction; No Custody
When you transfer assets to Tori BVI in exchange for trUSD, you are purchasing a digital token. This is a sale transaction, not a deposit, investment, loan, or bailment. Upon completion of the transaction:- Tori BVI becomes the owner of all assets you transfer;
- You receive trUSD tokens in exchange;
- The transaction is final;
- You have no continuing claim, interest, or right in the assets you transferred;
- The assets become part of Tori BVI’s general assets.
- You are not making a deposit;
- You are not entrusting assets to Tori BVI for safekeeping;
- Tori BVI is not acting as your custodian, trustee, fiduciary, or agent;
- You have no ownership interest in or claim to any assets held by Tori BVI;
- The trUSD Reserves are the property of Tori BVI, not segregated client assets.
2. Scope of trUSD and Key Terms
The following only applies to Protocol Users: As you have agreed to, and are subject to, the trUSD Protocol User Agreement, Tori BVI makes available the following trUSD-related Services (as defined in the trUSD Protocol User Agreement): (i) purchase trUSD from Tori BVI in exchange for accepted tokens, and (ii) request that Tori BVI repurchase trUSD, subject to Tori BVI’s sole discretion (collectively, the “trUSD Services”). Your use of the trUSD Services is subject to these Terms. Any of the trUSD Services can be modified, suspended, or discontinued at any time in Tori BVI’s sole discretion. You understand and agree that you may only purchase trUSD from, and request repurchase by, Tori BVI to the extent that you are a Protocol User. The following only applies to Holding Users: You may not request repurchase of trUSD from Tori BVI unless and until you are a Protocol User who has cleared KYC/AML and other checks and have onboarded as a whitelisted customer with Tori BVI. Eligibility for and requirements related to such process are set forth in the trUSD Protocol User Agreement. Even as a Holding User, you have no right, entitlement, or guarantee of repurchase. The following applies to both Protocol Users and Holding Users: Your use of trUSD and trUSD Services (as applicable) is subject to these Terms, and Tori BVI’s obligations hereunder are conditional on you complying with its provisions. You understand that any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of your trUSD with no compensation. You understand and agree that sending trUSD to another address automatically transfers ownership of that trUSD to the recipient. For the avoidance of doubt, Holding Users have no right to repurchase from Tori BVI. Repurchase Terms: Subject to these Terms, applicable law, Tori BVI’s sole discretion, and any fees where applicable, Protocol Users may request that Tori BVI repurchase their trUSD. If Tori BVI elects to repurchase, the repurchase price will be based on the notional value of trUSD’s pro rata portion of the trUSD Reserves at the time of repurchase, up to a maximum of 1 USD in notional value per trUSD. You acknowledge and agree that:- Tori BVI has no obligation to repurchase trUSD from any holder;
- The trUSD Reserves may fluctuate in value, including to zero;
- The repurchase value of trUSD may be substantially less than 1 USD or may be zero;
- Tori BVI makes no guarantee, representation, or warranty regarding the value or repurchase price of trUSD;
- Repurchase may be unavailable, delayed, limited, or subject to conditions at any time;
- This is not a deposit, and you are not entitled to “withdraw” any assets.
3. strUSD Staking
The strUSD staking smart contract, including the management and transfer of trUSD rewards, is maintained by Tori Foundation and its designated affiliates. Staking trUSD to receive strUSD is a separate activity and strUSD represents a staked position in trUSD. 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. By staking trUSD for strUSD, you acknowledge and agree that:- strUSD is provided “AS IS” without any warranty or guarantee;
- There is no guaranteed yield, return, or income from holding strUSD;
- Yields may be zero, negative, or lower than any targeted or historical rates;
- The value of strUSD may fluctuate and you may lose your staked trUSD;
- Staking and unstaking may be subject to delays or restrictions;
- Neither Tori Foundation, Tori BVI, nor any affiliate guarantees any particular outcome;
- Past performance is not indicative of future results;
- Any APY or yield figures displayed are estimates only;
- Tori may modify, suspend, or discontinue staking at any time.
4. Applicable Laws and Regulations; AML and CTF
Your holding and use of trUSD, and any use of the trUSD Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”), and counter-terrorist financing (“CTF”) provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations. Tori BVI is committed to complying with all applicable AML and CTF laws and regulations. These standards are designed to prevent the use of the trUSD Services for money laundering, terrorist financing, fraudulent transactions, and any other illegal activities. Tori BVI takes compliance very seriously and actively engages in measures to:- Prohibit fraudulent transactions;
- Report suspicious activities;
- Prevent money laundering, terrorist financing, and any related acts that facilitate financial crimes.
- named in any Sanctions-related list maintained by: the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security’s Entity List and Denied Persons List; the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; the European Union or any EU Member State; the United Kingdom (HM Treasury); the Cayman Islands; the United Nations; or any similar list maintained by any other relevant governmental authority;
- located, organized, or resident in a country, territory, or geographical region which is itself the subject or target of any territory-wide Sanctions (a “Restricted Territory”) (currently, Cuba, Iran, Syria, North Korea, and the Ukraine regions of Crimea, the so-called People’s Republic of Donetsk, and the so-called People’s Republic of Luhansk); or
- owned or controlled by any such person or persons listed above.
5. Eligibility; Limitations
The following applies to both Protocol Users and Holding Users: trUSD Services and support for trUSD are currently only available to individuals and institutions (as applicable) located in supported jurisdictions. By holding or using trUSD, or accessing or using the trUSD Services, you further represent and warrant that:- you are at least 18 years old, are not a Restricted Person, and are not holding trUSD on behalf of a Restricted Person;
- you will not be using trUSD or the trUSD Services (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities, or any prohibited market practices, including, but not limited to, those listed under Sections 16 and 17.
6. Support
Please contact Support at [email protected] to report any violations of these Terms or to ask any questions regarding these Terms or the trUSD Services, as applicable.7. Copies, Wrappers, and Forks Not Supported
The following applies to both Protocol Users and Holding Users: As a result of the decentralized and open source nature of trUSD, it is possible that a party unaffiliated with Tori BVI could create an alternative, equivalent version of trUSD either on one of the trUSD supported blockchains or on an unsupported blockchain (a “copy”) that operates independently from trUSD. Similarly, it is possible that a party unaffiliated with Tori BVI may create an asset and purport that such asset is collateralized by or otherwise incorporates trUSD into its design (a “wrapper”). Tori BVI supports only trUSD and is under no obligation to support any copies of trUSD or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of trUSD. No such copy or wrapper should be considered approved, sold, distributed, or promoted by Tori BVI unless explicitly stated. As a result of the decentralized and open source nature of the blockchains on which trUSD is supported, it is possible that a party unaffiliated with Tori BVI could create an alternative version of the blockchain (a “fork”). Note that in the event of a fork of one of the trUSD supported blockchains, Tori BVI may be forced to suspend all activities relating to trUSD (including purchasing trUSD, requesting repurchase of trUSD for supported assets, or sending and receiving trUSD) for an extended period of time until Tori BVI has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a “fork”, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving trUSD. In the event of a fork of one of the trUSD supported blockchains, Tori BVI shall, in its sole discretion, determine which fork it will support, if any.8. trUSD Supported Blockchains and Smart Contract Modifications
trUSD operates on trUSD supported blockchains. Tori BVI does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any trUSD supported blockchain. Any such attacks or delays on any trUSD supported blockchain might materially delay or prevent you from sending or receiving trUSD, and Tori BVI shall bear no responsibility for any losses that result from such issues. Note that in certain circumstances, including, but not limited to, a copy or fork of a trUSD supported blockchain or the identification of a security issue with a trUSD supported blockchain, Tori BVI may be forced to suspend all activities relating to trUSD (including purchasing trUSD, requesting repurchase of trUSD for assets, or sending and receiving trUSD) for an extended period of time until such Downtime is over and trUSD Services can be restored. This Downtime will likely occur immediately upon a copy or fork of any trUSD supported blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving trUSD. Tori BVI reserves the right to migrate trUSD to another blockchain or protocol in the future in its reasonable discretion. Upon Tori BVI’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your trUSD to another blockchain or protocol identified by Tori BVI. Tori BVI will not be responsible or liable for any damages, losses, costs, fines, penalties, or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain, or incur, arising out of or relating to your failure to effectuate such migration of your trUSD to another blockchain or protocol identified by Tori BVI.9. Privacy
We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Tori BVI Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.10. Communications
By entering into these Terms, you agree to receive electronic communications and notifications. These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to trUSD and your use of trUSD Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms governs your holding and use of trUSD, and the trUSD Services, as applicable.11. Risk Factors & Disclosures
The following list of risks associated with trUSD and the trUSD Services is not exhaustive. Please refer to the General Risk Disclosures document for a more comprehensive discussion of risks.No Guarantee of Price Stability on Third-Party Platforms
Tori BVI does not guarantee that the value of one (1) trUSD will always or ever equal 1 USD (1), and the risk factors highlighted at docs.tori.finance (as well as presently unknown risk factors) may result in the trUSD Reserves falling to less than 1 USD ($1) of notional value per trUSD in circulation. Tori BVI cannot control how third parties quote or value trUSD, and Tori BVI is not responsible for any losses or other issues that may result from fluctuations in the value of trUSD.Third Parties
Tori BVI does not control or endorse any products, services, or platforms offered by third parties using the trUSD Services or supporting trUSD. Third parties may elect to support trUSD on their platforms without any authorization or approval by Tori BVI. The availability of trUSD on any third-party platform does not imply that such services are valid, legal, stable, or otherwise appropriate. Tori BVI is not liable for any losses, issues, or consequences that may arise from third-party transactions or the use of trUSD on third-party platforms, including, but not limited to: (i) failure to comply with applicable laws and regulations, including illegal transactions; (ii) the quality, delivery, or satisfaction of products and services facilitated by trUSD Services; (iii) technical errors, loss of access, or inability to recover trUSD resulting from the use of third-party platforms. You accept all consequences of sending trUSD to third-party platforms or addresses, including the risk of loss or failure to recover your trUSD. For the avoidance of doubt, Tori BVI has no obligation to track, verify, or determine the provenance of trUSD balances or transactions involving third-party platforms.You Accept All Consequences of Sending trUSD
trUSD transactions are not reversible. Once you send trUSD to an address, you accept the risk that you may lose access to, and any claim on, that trUSD indefinitely or permanently. For example: (i) an address may have been entered incorrectly and the true owner of the address may never be discovered; (ii) you may not have (or subsequently lose) the private key associated with such address; (iii) an address may belong to an entity that will not return the trUSD; or (iv) an address belongs to an entity that may return the trUSD but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Tori BVI to track, verify, or determine the provenance of trUSD balances for Users, including any form of security interests claimed thereon.Blocked Addresses & Forfeited Funds
Tori BVI reserves the right to “block” certain trUSD addresses of Protocol Users that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In certain circumstances, Tori BVI may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your trUSD, including the ability to request repurchase of trUSD for any permitted assets. Tori BVI may also be required to surrender associated assets held in the trUSD Reserves in the event it receives a legal order from a valid government authority requiring it to do so.Software Protocols and Operational Challenges
You are aware of and accept the risk of operational challenges. Tori BVI may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to the trUSD Services. You understand that the trUSD Services may experience operational issues that lead to delays, including delays in requesting repurchase of trUSD. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Tori BVI accountable for any related losses.Strategy and Reserve Management Risks
The trUSD Reserves are managed by Tori BVI and its affiliates, directly and through professional counterparties and institutional infrastructure. These strategies involve inherent risks including, but not limited to: counterparty default or insolvency; adverse market conditions affecting strategy performance (including movements in interest rates, exchange rates, or other market variables); execution failures during periods of high volatility; regulatory changes affecting counterparties or strategies; operational failures; concentration risk across counterparties; and changes in the availability, pricing, or terms of financial instruments used in such strategies. You acknowledge and accept these risks as part of holding or using trUSD.Compliance
You are responsible for complying with applicable law. You agree that Tori BVI is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of trUSD or the trUSD Services, including any accurate reporting of the tax or legal status of trUSD in your jurisdiction.Legal Treatment of trUSD Transfers
The regulatory status of trUSD and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to trUSD, blockchain technology, and its applications. Accordingly, it is not possible to determine whether a trUSD transfer would be recognized under applicable law by a court or regulator.Legislative and Regulatory Changes
Legislative and regulatory changes or actions at the international level may adversely affect the purchase of trUSD, and the use, transfer, repurchase, and/or value of trUSD.No Deposit Insurance
trUSD held in your wallet is not subject to deposit insurance protection, including, but not limited to: (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation (FDIC) insurance or Securities Investor Protection Corporation protections (SIPC); or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme (FSCS) or equivalent scheme in your country of residence.Claim on Reserves
You have no claim on the trUSD reserves. The trUSD Reserves are the sole property of Tori BVI. Holding trUSD does not give you any ownership interest, security interest, or other claim in or to the trUSD Reserves or any other assets of Tori BVI. Only Protocol Users may request that Tori BVI repurchase their trUSD, and any such repurchase is entirely at Tori BVI’s sole discretion. Your ability to make such a request is conditional on: (i) your possession of trUSD associated with a Protocol User account; (ii) no violation of these Terms or your trUSD Protocol User Agreement; (iii) no action by a regulator, law enforcement, or court that would restrict repurchase; and (iv) Tori BVI’s election to accept the repurchase request. Sending trUSD to another address transfers ownership of that trUSD only. It does not transfer any claim on reserves or create any right to repurchase.Encumbrances
Depending on the actions of the owners of trUSD addresses before your receipt of trUSD from another trUSD address, it is possible that the transfer of trUSD between trUSD addresses could result in the trUSD in your whitelisted wallet becoming subject to a lien or other form of security interest before repurchase.On-Chain Transactions Irreversible
When trUSD is sent to a third-party trUSD address, such transaction is completed on trUSD supported blockchains. This means that such a transaction is irreversible and Tori BVI does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending trUSD to an incorrect or unintended trUSD address.Affiliate Activities
You understand and agree that individuals or entities affiliated with Tori BVI may hold, purchase, sell, or otherwise engage in transactions using or involving trUSD. You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes trUSD, or otherwise supporting the use or adoption of trUSD. This activity may involve selling trUSD to other entities for provision to their end users. You understand and agree that no individual or entity, whether affiliated with Tori BVI or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.12. Fees; Authorization
The following only applies to Protocol Users: Except as disclosed to you prior to completing a transaction as a Protocol User, Tori BVI will not charge you any fees for purchasing trUSD, or receiving trUSD. Any cost of executing a mint or repurchase transaction is a cost reimbursement to cover friction such as blockchain gas fees or execution fees paid by Tori BVI.13. Currency Conversion
The following only applies to Protocol Users: All purchases of trUSD will be credited in trUSD to your whitelisted wallet(s) based on a rate of one (1) trUSD per 1 USD ($1) of notional value (measured in stablecoin value, i.e., 1 USDC or 1 USDT, or such other accepted tokens as Tori BVI may designate from time to time, as the case may be, depending on the asset exchanged to mint trUSD), less applicable fees and transaction costs associated with the transaction, including, for the avoidance of doubt, fees paid associated with the applicable blockchain consensus mechanism. Such value shall be calculated by Tori BVI based on the asset in its sole discretion, with any transaction fees associated with the blockchain consensus mechanism determined by requirements of the underlying blockchain at the time the transaction is submitted by the Protocol User.14. Right to Change/Remove Features or Suspend/Delay Transactions
The following only applies to Protocol Users: We reserve the right to (i) change, suspend, or discontinue any aspect of the trUSD Services at any time, including hours of operation or availability of any feature, without notice and without liability; and (ii) decline to process any purchase or repurchase request without prior notice and may limit or suspend your use of one or more trUSD Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the trUSD Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay purchases or repurchases if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.15. Transactions Irreversible
The following only applies to Protocol Users: Once a transaction has been initiated, it cannot be reversed, as further described in Section 11 above and pursuant to the underlying blockchain consensus mechanism. Except as set forth in these Terms, all transactions processed through the trUSD Services are nonrefundable.16. Restricted Activities
In connection with your holding or use of trUSD, or the trUSD Services (as applicable), you hereby agree that you will not:- violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
- intentionally try to defraud (or assist in the defrauding of) Tori BVI or other Protocol Users or Holding Users;
- provide false, inaccurate, or misleading information;
- take any action that interferes with, intercepts, or expropriates any system, data, or information;
- partake in any transaction involving the proceeds of illegal activity;
- transmit or upload any virus, worm, or other malicious software or program;
- attempt to gain unauthorized access to the Tori BVI website, or any related networks or systems;
- use the trUSD Services on behalf of any third party or otherwise act as an intermediary between Tori BVI and any third parties;
- collect any information from other Protocol Users or Holding Users, including, without limitation, email addresses;
- defame, harass, or violate the privacy or intellectual property rights of Tori BVI or any Holding Users or Protocol Users; or
- upload, display, or transmit any messages, photos, videos, or other media that contain illegal goods, violent, obscene, or copyrighted images or materials
17. Prohibited Transactions
Using trUSD or the trUSD Services for transactions related to the following is prohibited, and Tori BVI reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:- any Restricted Persons;
- weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
- controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
- gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e., poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
- money-laundering or terrorist financing;
- any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
- goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
- credit repair services, or other services that may present consumer protection risks;
- court ordered payments, structured settlements, tax payments, or tax settlements;
- any unlicensed money transmitter activity;
- layaway systems, or annuities;
- counterfeit goods, including but not limited to fake or “novelty” IDs;
- wash trading, front-running, insider trading, market manipulation, or other forms of market-based fraud or deceit;
- purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
- any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners
18. Taxes
The following only applies to Protocol Users: Tori BVI will maintain a record of your transaction history pursuant to the terms of the trUSD Protocol User Agreement. This transaction history will include all transactions you complete with Tori BVI including purchasing trUSD and requesting repurchase of trUSD for assets.19. Indemnification; Release
The following only applies to Protocol Users: Section 17 of the trUSD Protocol User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of trUSD Services and our products and services as contemplated herein. The following only applies to Holding Users: You agree to indemnify and hold Tori BVI, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of these Terms, your violation of any law or regulation, or your holding or use of trUSD. For the purpose of this Section 19, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 19 and which may relate to any claims, demands, causes of action, debt, cost, expense, or other liability, including reasonable legal fees (without duplication). If you have a dispute with one or more Protocol Users, Holding Users, or third parties, you release Tori BVI (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees, and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.20. Limitation of Liability; No Warranty
The following only applies to Protocol Users: Section 18 of the trUSD Protocol User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of trUSD Services and our products and services as contemplated herein. The following only applies to Holding Users: YOU EXPRESSLY UNDERSTAND AND AGREE THAT TORI BVI AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TORI BVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO HOLD OR USE trUSD; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO INVOLVING trUSD; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING trUSD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH trUSD, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF trUSD. trUSD IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TORI BVI, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TORI BVI MAKES NO WARRANTY THAT (I) trUSD WILL MEET YOUR REQUIREMENTS, (II) trUSD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.21. Force Majeure
Tori BVI shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, Internet disturbances, cyberattacks, pandemic, epidemic, war, sanctions, regulatory actions, counterparty failures, blockchain network issues, smart contract failures, or market conditions.21A. No Fiduciary Duty; No Reliance
NO FIDUCIARY RELATIONSHIP: Nothing in these Terms is intended to or shall create any fiduciary duty, agency, partnership, joint venture, or trust relationship between you and Tori BVI or any of its affiliates. Tori BVI owes no fiduciary duties to you and has no obligation to act in your best interests. NO RELIANCE: You acknowledge and agree that:- You are not relying on any statement, representation, or warranty made by Tori BVI, its affiliates, or any third party in deciding to hold or use trUSD or strUSD;
- You have conducted your own independent investigation, analysis, and evaluation of trUSD and strUSD;
- You have sufficient knowledge and experience to make your own evaluation of the merits and risks of holding or using trUSD or strUSD;
- You are solely responsible for your own investment decisions;
- Any information provided by Tori BVI is for informational purposes only and does not constitute advice of any kind;
- You waive any and all claims based on reliance on any statements or information provided by Tori BVI.
22. Amendments
Tori BVI may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use trUSD or the trUSD Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the trUSD Services and terminate your status as a Protocol User (if any). You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms. If the revised Terms include a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose, a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relate to a new product or service made available to you, or (iv) otherwise clarify an existing term.23. Assignment and Third-Party Holders
You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, and any such attempted assignment shall be void. Sending trUSD to an address transfers ownership of that trUSD only; it does not transfer any right to repurchase or any claim against Tori BVI. Each Holding User is subject to all terms of these Terms as if a user, including, but not limited to, the requirements to not transact with Blocked Addresses and not engage in Restricted Activities or Prohibited Transactions. We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using trUSD; further, if you are a Protocol User, you may also stop using our trUSD Services and terminate these Terms by contacting Support at [email protected] and asking us to terminate your status as a Protocol User.24. Survival
Upon termination of these Terms (and termination of your status as a Protocol User, if you are a Protocol User), all rights and obligations of the parties that by their nature are continuing will survive such termination.25. Website; Third-Party Content
Tori BVI strives to provide accurate and reliable information and content on the Tori BVI website, but such information may not always be correct, complete, or up to date. Tori BVI will update the information on the Tori BVI website as necessary to provide you with the most up-to-date information, but you should always independently verify such information. The Tori BVI website may also contain links to third-party websites, applications, events, or other materials (“Third-Party Content”). Such information is provided for your convenience and links or references to Third-Party Content do not constitute an endorsement by Tori BVI of any products or services. Tori BVI shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Tori BVI website or in any Third-Party Content.26. Limited License; IP Rights
The following only applies to Protocol Users: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the trUSD Services solely for approved purposes as determined by Tori BVI. Any other use of the trUSD Services is expressly prohibited. Tori BVI and its licensors reserve all rights in the trUSD Services and you agree that these Terms do not grant you any rights in or licenses to the trUSD Services except for the limited license set forth above. Except as expressly authorized by Tori BVI, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the trUSD Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the trUSD Services may be terminated pursuant to these Terms. “tori.finance”, “Tori BVI”, “trUSD”, and all logos related to the trUSD Services are either copyrights, trademarks, or registered marks of Tori BVI or its licensors. Whether or not you are a Protocol User, you may not copy, imitate, or use them without Tori BVI’s prior written consent. All right, title, and interest in and to the Tori BVI website, any content thereon, the trUSD Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Tori BVI and its licensors.27. Governing Law; Arbitration; Class Action Waiver
27.1 Governing Law
The laws of the British Virgin Islands shall govern these Terms without regard to conflict of law principles.27.2 Arbitration Agreement
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in the courts specified below), any dispute between you and Tori BVI related in any way to, or arising in any way from, these Terms, your holding or use of trUSD or strUSD, or the trUSD Services (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the BVI IAC Arbitration Rules. Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Road Town, Tortola, British Virgin Islands, unless the parties agree otherwise. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction.27.3 Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TORI BVI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. You may only bring claims against Tori BVI in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.27.4 Venue
For any claims not subject to arbitration, the courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute arising out of, or connected with, these Terms.28. Entire Agreement
The following applies to both Protocol Users and Holding Users: The failure of Tori BVI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 27. Furthermore, if any portion of these Terms, whether in whole or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these Terms. The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms, the trUSD Protocol User Agreement, the General Terms of Service, and Tori BVI’s policies governing the holding or use of trUSD, the use of the trUSD Services referenced herein, and the Privacy Policy constitute the entire agreement between you and Tori BVI with respect to the holding or use of trUSD, and the use of the trUSD Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Tori BVI and other Tori BVI affiliates, which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder. The following only applies to Protocol Users: Notwithstanding anything to the contrary set forth in these Terms or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the trUSD Protocol User Agreement: (i) in connection with any trUSD transaction, the terms of these Terms shall control; and (ii) in respect of any other Digital Currency transaction, the terms of the trUSD Protocol User Agreement shall control.29. E-Sign Consent
Please be aware that your consent to the electronic delivery of disclosures is required to use any of the Services (as defined in the trUSD Protocol User Agreement). If you are unable or unwilling to provide such consent, you will not be able to become a Protocol User. Once you are a Protocol User, you can rescind your consent to electronic delivery of disclosures at any time and receive paper communications as set forth below. This E-Sign Consent applies to any and all communications and/or disclosures that Tori BVI is legally required to provide to you in writing in connection with your status as a Protocol User and any related products and services (“Communications”). This E-Sign Consent supplements and is to be construed in accordance with the terms and conditions contained in the trUSD Protocol User Agreement. When you use the Services, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic communications and transactions includes, but is not limited to:- Legal and regulatory disclosures and communications associated with your registration or the Services;
- Notices or amendments relating to the trUSD Protocol User Agreement, the Privacy Policy, the Cookie Policy, or this E-Sign Consent;
- Communications regarding any transactions; and
- Responses to claims filed in connection with your relationships with Tori BVI as a Protocol User.
Methods of Communication
All Communications that we provide to you in electronic form will be provided by e-mail, by posting to the Tori BVI website (tori.finance), or through other electronic communication such as mobile push notification or text message.Hardware Requirements
In order to access, view, and retain electronic Communications that we make available to you, you must have the following software and hardware:- A valid e-mail address;
- A computer or other device capable of accessing the internet with a current web browser that supports at least 128-bit encryption, such as Google Chrome, Apple Safari, Microsoft Edge, or Mozilla Firefox; the browser must have cookies enabled;
- The computer must also have a printer or disk drive to print or retain copies of this E-Sign Consent and any Communications.