TruYields Terms and Conditions ("Terms")

1. Services

The protocol refers to the series of smart contracts and web2 assets (the "Protocol") allowing for the general execution of structured trades and smart contracts (the "Services"). If the Protocol's access criteria are met, the User, via their digital wallet address ("Wallet"), shall be able to utilise the Services.

The Protocol and the Services you access through it are used entirely at your own risk and TruYields takes no responsibility for the Protocol or your use of the Protocol to use the Services.

You are required to signify that you accept these Terms by clicking on the acceptance button (or signing a transaction indicating such acceptance) before accessing the Services for the first time, and also from time to time thereafter as we consider appropriate. By accessing the Services, you are deemed to have read, understood and accepted all of these Terms.

These Terms together with any other terms that may be outlined on the website at truyields.com (the "Website"), are to be read and construed together. These may include product specific terms or terms applicable to the country in which you conduct your business.

You and TruYields undertake to act in good faith with respect to each other's rights and undertake with the other to do all things reasonably that are necessary or desirable to give effect to the spirit and intent of these Terms.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the App.

The User's continued use of the Services following the posting of revised Terms means that the User accepts and agrees to the changes.

1.1 App

The User will, having been granted access to the Protocol, be able to use the app (as found at app.truyields.com) as an interface (the "App"). This will allow Users to access the Services. The App will also allow Users to analyse the performance of current and previous positions.

2. Warranties by Users

Each User of the Services represents and warrants to TruYields, on each occasion they use the Services, that:

1. they have the legal capacity to agree to these Terms and utilise the Services;
2. they have not been previously blocked from accessing the Services;
3. they are 18 years of age or older and, if acting on behalf of another, have the requisite authority from them to utilise the Services;
4. they are not subject to any sanctions or restrictions anywhere in the world that would prevent them from using the Services;
5. they have not been provided with, or relied upon any advice given by TruYields in relation to the Services and that they have taken any legal, financial, accounting or other advice as necessary prior to accessing the Services;
6. they are solely responsible for any actions taken by them in relation to the Services;
7. all of the information provided to any third party as a requirement to gain access to the Services, is true and accurate and not incomplete or misleading (and if it ceases to be so for any reason, they will immediately update such information);
8. all of the assets in your Wallet and which you use in accessing the Services will at all times be legally and beneficially owned by the relevant User or, if acting in the capacity of agent, legally and beneficially owned by the principal and you have the requisite authority to act on their behalf;
9. each User is not located or resident in, or a citizen of, any state, country, territory or other jurisdiction in which use of, or access to, the Services (or the use/ownership of digital assets) would be illegal or otherwise violate any applicable law (a "Restricted Territory"). Users must satisfy themselves that they can access the Services from the jurisdiction in which they reside, are located in or are citizens of;
10. have not concealed in any manner the jurisdiction in which they are located in so as to access the Services, and
11. they have read and understood the risks outlined in section 4.

TruYields may exercise its powers of termination or suspension if it becomes aware of any breach of the above representation and warranties by you.

3. No Warranty by TruYields

TruYields makes no warranty or representation that you can access the Services, from the jurisdiction in which you reside, are a citizen of or are otherwise located. Each user is responsible for satisfying themselves that they are not in a Restricted Territory. Further, TruYields does not make any warranty or representation that just because the Services are: (a) accessible; (b) available in the language of; or (c) uses a language widely used in a Restricted Territory that this means they can or should be used in such Restricted Territory. TruYields reserves the right to restrict access from a Restricted Territory or to any person from a Restricted Territory or subject to sanctions themselves. TruYields may use technology to restrict such access.

4. Risks

4.1 General Risks

4.1.1 Suitability

You should decide to use any Service only after due and careful consideration. You should determine whether the Service is appropriate in light of your experience in similar transactions, your objectives in engaging with the Services, financial resources and other relevant circumstances. If you are unsure whether the Service is suitable, you should obtain independent legal, tax and/or financial advice.

Transactions involving digital assets on the Protocol are highly risky and could result in the complete loss of both digital assets deposited and, potentially, any further losses generated by the transaction. Neither TruYields nor the Protocol gives any advice as to whether you should or should not transact through the Protocol. You should consider whether you understand how transactions involving digital assets work and whether you can afford to take the high risk of losing your assets.

4.1.2 Fees

Before using the Services, the User should obtain details of all commissions, fees and other charges for which the User will be liable.

4.1.3 Not a Research Report

Any content provided by any contributor to the Protocol is not, does not purport to be, and is not intended to be a "research report" or "investment research".

4.1.4 Commercial Arrangements

TruYields, any contributor or the Protocol itself may have a relationship with other entities which may not be disclosed to you.

4.2 Counterparty Risk

The Protocol follows Anti-Money-Laundering ("AML"), Counter-terrorism-financing ("CTF") and Sanctions compliance requirements and works to ensure that its Users pass prior to the access of the Services, and continue to pass these requirements during the ongoing use of the Services. Third party providers update and provide this data and links to their operating procedures that helps to understand any residual risk. These can be found in more detail here: https://truyields.gitbook.io/docs/user-guide/onboarding-and-access.

The Protocol engages with third party suppliers who provide certain services to the Protocol and, while TruYields has evaluated those third parties, they must be engaged with on their own terms. These relationships are disclosed here https://truyields.gitbook.io/docs/ under Integrated Third Parties.

4.3 Legal Risks

4.3.1 Regulatory Uncertainty

The laws of various jurisdictions may apply to digital assets, and transactions or Services offered through the Protocol. The application of these laws and regulations to digital assets and the use of the Protocol or its Services is largely untested, and laws and regulations are subject to change without prior notice to either TruYields, the Protocol or you.

In particular, any current governmental or regulatory tolerance of digital assets or the use of the Protocol may change rapidly, and digital assets and the way in which the Protocol operates may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators, which will affect TruYields' and the Protocol's ability to conduct transactions or operate in digital assets generally.

As a result of regulation and legislation around digital assets, this means that the TruYields Protocol may not be available in certain jurisdictions, or at all and the list of jurisdictions in each category may change over time. The list of currently restricted jurisdictions may be found here: https://truyields.gitbook.io/docs/getting-access/jurisdictions. Changes to access to the Services may be made unilaterally on short or no notice to you.

TruYields may receive formal or informal queries, notices, requests or warnings from law enforcement authorities. Action may be taken by governmental authorities and regulators against TruYields or the Protocol. As a result of such events, TruYields or the Protocol may be required to discontinue or suspend the Services, transactions or the Protocol itself.

You may also be subject to law enforcement action in conducting transactions, holding digital assets and/or accessing the Services. You should take independent legal advice on the use of the Services and the consequences of specific transactions before using the Services or conducting any transactions using the Services.

All Users using the Services are potentially exposed to regulatory/legal risk. The legal and regulatory treatment of digital assets or interests in digital assets through the Services may change. Regulation of digital assets and its application to the Services is unsettled and rapidly changing. Legal and regulatory treatment varies according to the jurisdiction. The effect of regulatory and legal risk is that any digital asset or interests held through the Protocol may decrease in value or lose all of its value due to legal or regulatory change. This may affect the value of a position or transaction. Legal changes may have the effect of making a previously legal position illegal or subject to substantial restrictions which may affect the ability to liquidate a position. Changes to related issues such as taxation may occur and radically affect the value or profitability of a digital asset. The tax implications of such risk is unpredictable and depends on various geopolitical, economic, sovereign and other factors. Risks may be asymmetrical between established and emerging markets and may affect some digital assets significantly more than others. TruYields and the Protocol recommend you obtain independent legal, tax and financial advice and that you continue to monitor the legal and regulatory position in respect of your positions and transactions through the Protocol.

If a position is held in any digital asset issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the digital asset and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other actions imposed by the government or other official bodies. Before you conduct any transactions, you should satisfy yourself about any rules or laws relevant to those particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should obtain independent advice about the different types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade. If your country of residence imposes restrictions on transactions of digital assets, we may be required to discontinue your access to the Services and you may not be permitted to transfer digital assets held in the Protocol back to you or permit you to transfer digital assets out of the Protocol to yourself or others, until such time as the regulatory environment permits us to do so.

We may not be permitted to transfer digital assets held in the Protocol back to you or permit you to transfer digital assets out of the Protocol to you or others until the regulatory environment permits us to do so.

4.3.2 Legal status of digital assets, Services

The laws of various jurisdictions may apply to digital assets or Services. Applying these laws and regulations to digital assets is largely untested, and laws and regulations are subject to change without prior notice to either the Protocol or the User. Governmental authorities and regulators may take action against the Protocol. As a result of such events, access to the Services may be withdrawn. The User may also be subject to governmental or regulatory action by holding digital assets or using the Services. The User should take independent legal advice to evaluate the consequences of using the Services before accepting this Terms of Use or using the Services.

4.3.3 Taxation and required reporting to taxation authorities

You are responsible for all taxes in respect of any gains obtained by using the Services, including past or retrospective taxes imposed on the Services. Before using any Services, you should understand the tax implications of acquiring, entering into, holding and disposing of a digital asset. Tax implications of any Service depend on the nature of your business activities. The User should consult their independent tax advisor to understand the relevant tax considerations.

4.4 Digital Asset Risk

4.4.1 Digital assets

Digital asset prices are volatile and fluctuate day to day. Trading in these digital assets may be considered a high-risk activity. Proper diligence and sound judgement should be used in evaluating the risks associated with these activities. We do not solicit nor represent that digital assets are an investment vehicle. The decision to trade digital assets rests entirely on the Users' independent judgement. Any digital asset may decrease in value or lose value due to various factors, including the discovery of wrongful conduct, market manipulation, change to the nature or properties of a digital asset, or governmental or regulatory activity. Demand for digital assets may be partially or wholly driven by speculation or market sentiment.

4.4.2 Lack of Information available

You may not have full access to all the information relevant to the particular digital asset or its underlying platform or network. It may not be possible to obtain updated information regarding the progress or any changes to particular digital assets or their underlying platforms or network. Many digital asset issuers or operators may also have no operating history or track record that can be used to evaluate the ability to achieve their stated project goals.

4.4.3 Network Events

Digital assets may be subject to various network events, including forks, airdrops, attacks on the security, integrity or operation of the networks, or network participants making a binding decision in relation to the network underlying a digital asset ("Network Events"). Such events may affect the features, functions, operation, use or other properties of any digital asset, network or platform. Liquidating or withdrawing a position in digital assets may be difficult or impossible. The events may also severely impact the price or value of any digital assets or even result in the shutdown of the network or platform associated with the digital asset. Such Network Events may be beyond the control of the User or the Protocol, or to the extent the Protocol has any ability to impact the Network Event, the Protocol's decision or actions may not be in your interests. Where you transfer digital assets to the Protocol which are the subject of a Network Event, you may not be entitled to the proceeds arising from any Network Event, and the Protocol is entitled to keep any digital assets created because of Network Events (for example, in circumstances where there is a fork in the network). The User should not transfer assets to the Protocol or otherwise use the Services, where you wish to receive the benefits of those Network Events.

4.4.4 Inflation Risk

Digital assets may not, either because of the inherent design of the digital asset or through Network Events, be part of a pool of fixed size. Where additional digital assets are created, the asset's price may decline due to the inflationary effects of adding additional digital assets to the total assets available.

4.4.5 Concentration Risk

At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular digital asset. Acting individually or in concert, these holders may have significant influence over the digital asset and may be able to influence or cause Network Events which may have a detrimental effect on the price, value or functionality of the digital assets. Network participants may make decisions which may not be in the User's best interest as a holder of digital assets.

4.5 Cybersecurity Risks

Source code changes and flaws: The various source codes underlying digital assets and smart contracts are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs. Unless otherwise represented in writing by the Protocol, no audit or investigation has been conducted on any source code produced by parties other than Protocol.

4.5.1 Cryptographic advancements

Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence or quantum computing, pose security risks to all cryptography-based systems, including digital assets. Applying these technologies and techniques to digital assets or any of the Services may result in theft, loss, disappearance, destruction, devaluation or other compromises of digital assets, the Services or your data.

4.5.2 Reliance on the Internet

Digital assets and the Services rely heavily on the Internet. However, the public nature of the Internet means that either part of the Internet or the entire Internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the Internet. The result of the above may be that your order is not executed according to your instructions or not at all at the desired time.

4.5.3 Unauthorised access

Unauthorised third parties may gain access to the User wallet and effect transactions without your knowledge or authorisation, whether by obtaining control over another device or account used by the User or other methods.

4.5.4 Loss of Private Key(s)

Losing control of your private key(s) may permanently and irreversibly deny you access to your digital assets. Neither any contributor to the Protocol, nor any other person will be able to retrieve or protect digital assets for which you hold the private key(s). If the private key(s) is lost, it may become impossible to transfer digital assets to any other address or wallet, and you are solely responsible for securing your private key(s) in a manner that meets the User security circumstances.

4.5.5 Operational Risk

Breakdowns or malfunctioning of essential systems and controls, including IT systems or digital asset networks, may generally affect digital assets' value. In particular, digital assets may suffer from a concentration of operational risk during development, including key personnel, governance and financial control risk.

4.5.6 Locked asset Risk

Entering into certain agreements with other Users may involve locking underlying assets based on a pre-defined ruleset. The implications of this should be carefully considered by the User and are not the responsibility of TruYields.

4.6 Staking Vaults

Our pure staking vaults use Twinstake.io's (Twinstake – Staking services built with institutions, for institutions) infrastructure and can be identified by the 'TruStake' nomenclature.

4.6.1 Withdrawal and Unbonding

When a User wishes to withdraw from a staking vault they may be subject to unbonding periods imposed by the supported network or its network protocol. Digital Assets may be unavailable to the User during any such unbonding periods and be subject to other restrictions imposed by the Supported Network or its Network Protocol. TruYields shall not be liable for any Losses arising out of or in connection with any of the events described in this clause.

4.6.2 Missed network rewards due to outages or validator service failures

Under no circumstances shall TruYields assume liability for any validator outage or failure. In the event of such an outage or validator service failure, missed network rewards (where possible) may be added to the vault.

5. Access to Services

In agreeing to the Terms you agree that:

1. You will need to use a Wallet which allows you to interact with public blockchains and which allows you to read or write to the blockchain from such Wallet address.
2. You will use your Wallet to securely store and manage your digital assets and this will be protected by a cryptographic key. Your relationship with the supplier of that Wallet is governed by the terms of service of that Wallet provider and not these Terms. Wallets are not operated by us and we do not have custody or control over your Wallet. By connecting your Wallet to, and using, the Protocol you are agreeing to do so in accordance with these Terms.
3. Your Wallet address is your identifier and account held on the blockchain and, therefore, is publicly available. You will need to have your Wallet address placed on an allow-list (the "Allow-List") by a service provider nominated by TruYields ("Allow-Listed"). To be Allow-Listed you will need to register a Wallet address and demonstrate your compliance with our AML/CTF and Sanctions prevention requirements and complete the required onboarding due diligence process. Once your Wallet address has been Allow-Listed, and if you continue to meet the User compliance criteria, you will be able to access the Services.
4. Any digital assets that you use as part of the Services will be utilised through your Wallet and you will, at all times, retain title to them. You will be responsible for settlement of any transaction fees, commissions, margin payments or payment of any other fees, expenses or costs or other amounts for which you are liable as a result of using the Services. You acknowledge and accept that some of such fees, commissions and other charging obligations will be contained or embedded in the smart contracts traded through the Protocol. TruYields does not accept any liability for any such payment obligations.
5. By using the Services you understand that you are not buying or selling digital assets from us and that the Protocol does not operate its own liquidity pools or control trade execution. We are not a liquidity provider into the vaults on the Protocol and liquidity providers are independent third parties. Once a smart contract trade is executed we have no control over such transaction or the financial charges levied, nor do we have the ability to reverse any payments or transactions.
6. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades.
7. We also do not facilitate the execution or settlement of your trades, which occur entirely on the public distributed blockchains like Ethereum. As a result we do not (and cannot) guarantee market best pricing or best execution through the App. Any references in the App to 'best price' do not constitute a representation or warranty about pricing available through the App, on the Protocol, or elsewhere.
8. You will be responsible for any use of the Services by anyone using your Wallet or Wallet address or having your cryptographic code to access the App or the Protocol, and will be bound by and authorise the App/Protocol to accept and rely upon any agreements, communications, instructions, orders, confirmations and authorisations of any other actions (including any actions through the App or Protocol) that are made, provided or taken by a person or entity that has access to the cryptographic key to your Wallet, whether that access is authorised or unauthorised.
9. You are solely responsible for the custody of the cryptographic private keys to the Wallets you hold and you should never share your Wallet keys or seed phrase with anyone. If we are notified by you in writing that your Wallet has been subject to any unauthorised access, we will take reasonable steps to suspend your Wallet's ability to access the Protocol whilst we investigate, but we cannot guarantee that we can or will do this, or that any action to suspend that we take will be successful to avoid the consequences of any unauthorised access.
10. You will at all times remain liable for any transactions that take place prior to being removed from the Allow-List.
11. You acknowledge that TruYields may, at our sole discretion and without giving any reason and without notice, remove you from the Allow-List. It is agreed between us that it may not be possible or lawful for us to give any reason for such actions.

5.1 Protocol's approach to allowing access

The Protocol has taken a risk-based approach in applying compliance requirements. TruYields has engaged and vetted third-party onboarding and ongoing monitoring service providers to determine and evaluate the access rights to the Protocol. The currently supported partners, their documentation, and further information can be found at https://truyields.gitbook.io/docs/user-guide/onboarding-and-access. The following section discloses the general approach that is taken and that the User is agreeing to in order to gain access, and interact with, other Users.

TruYields are committed to providing a safe, compliant and reputable Protocol for our Users to operate on. The Protocol is operated striving for integrity and transparency. Accordingly, the TruYields Protocol adopts and operates an Anti-Money Laundering, Counter-Terrorist Financing and Sanctions ("AML/CTF") policies and procedures under the laws of the British Virgin Islands. This means that all Users are subject to Know-Your-Customer ("KYC") procedure and Sanctions screening checks before being allowed to access the Services.

We believe that the due diligence our Protocol users are required to undergo helps to prevent its use by illicit actors and contributes to improving the standing and reputation of the digital asset industry. The information contained herein provides an overview of some of the key aspects of the Protocol's financial crime prevention policies and their practical applicability to the Users.

5.2 Our Obligations

Like many other organisations, TruYields and its Protocol are subject to legislation and regulatory regimes that restrict or prohibit any dealings with assets which have a prescribed connection with certain countries, individuals, groups or entities. Over and above these compliance requirements, other countries may also be subject to restriction at the discretion of TruYields. These are entities ("Restricted Entities") or Wallets associated with terrorism, money laundering, weapons of mass destruction or other criminal activity and these Restricted Entities or Wallets may also be subject to international sanctions.

TruYields and its Protocol are therefore required to avoid, terminate, or suspend, where practically possible, relationships and/or transactions with Restricted Entities or Wallets. This may involve restricting User access to their funds deposited with our Protocol that TruYields deems to be in violation of applicable sanctions laws and reporting breaches of sanctions laws to the relevant authorities. Certain restrictions may also apply to other particular Users of the Protocol with whom we deal for example, if a User is a politically exposed person, a so-called "PEP."

5.3 The Impact on You?

The three main things that may impact you are:

1. User due diligence

   TruYields is required to identify each User of the Protocol and to verify their identity. This involves requesting the User to provide and upload required documentation, which will be validated by trusted third party service providers. In general, different requirements apply to individuals and legal entities. Further details about the documents and other information we require are available on request from TruYields or directly through the Protocol.

   Your help and assistance are vital in this process whilst we process and validate your information and documentation. We cannot provide any services or give access to the Protocol until the onboarding process has been successfully completed.

2. Wallet screening and monitoring

   Wallet transaction monitoring and ongoing wallet screening is also undertaken to ensure that throughout the course of the relationship the Users continue to meet TruYields' AML/CTF and sanctions prevention requirements. This, amongst other things, may involve asking you about the nature of the transactions you are undertaking or limitations on the deposits with TruYields.

3. Ongoing due diligence

   Additional information may need to be requested from you from time to time to ensure that the information and materials we have for AML/CTF purposes are up-to-date and relevant.

Abuse of the Services is taken very seriously. Abuse can lead to an immediate suspension of access to the Services and reporting to the relevant authorities.

Our due diligence procedures are designed to prevent financial crime and ensure that we continue to meet our legal and regulatory obligations. They also enable us to ensure that the services we are providing are not prohibited in the jurisdiction in which you are located. It should be noted that regulatory requirements may change, and we may then require additional information from you to meet our obligations.

5.4 Record keeping and reporting

By law, we and our third-party service providers are required to maintain User records and we will do so in accordance with the applicable data protection policies and procedures. As a general guide, User due diligence and transaction records are retained for at least five (5) years.

On certain occasions, we may be required by law to submit information to regulators or other authorities in different jurisdictions which can be requested without your prior consent or without notice. For example, if we consider a transaction suspicious because, for example, it may represent proceeds of a crime or come from an embargoed country, we may have to report it to the relevant authorities. If we do so, generally, it is a criminal offence to inform you that we have done so.

We are also obligated to report certain tax information regarding transactions undertaken by you, either to local or international tax authorities. In those circumstances, we also may not be able to inform you of such requests.

6. Withdrawal of Services

TruYields retains total discretion over the manner in which access to the Services is provided to you. Without prejudice to the generality of the previous statement, TruYields may, without notice to you:

1. remove the User and any Wallet's associated with them from the Allow-List;
2. refuse access to the Services or to implement any transaction, confirmation or order or to freeze any funds held in the Protocol;
3. place financial limits or conditions or limit the number or type of transaction submitted through the Services;
4. place limitations on the use of the Protocol including restricting transfers of digital assets through the Protocol, including in circumstances where your location becomes part of a Restricted Territory;
5. place restrictions on your Wallet interacting with the Protocol if we suspect illegal activity, fraud, suspicious activity, compromise of your Wallet or Wallet address, or where we become aware or are informed of a dispute or legal impediment regarding any digital assets that you may have or intend to use in your interactions with the App; and
6. if we are obliged by any governmental, regulatory or law enforcement enquiry to restrict your access to the Protocol or impose restrictions or halt your access to the Services or the App or the Protocol.

TruYields takes no responsibility for any errors that occur in any transaction or business conducted through the Protocol, howsoever these may occur. However, TruYields may be involved in making any reversal or correction that may be necessary. However, TruYields provides no guarantee or warranty that any such correction attempt will be tried or be successful and TruYields accepts no liability to make any such attempt or for any such attempt or the consequences thereof.

7. Disclosures, Disclaimers and Exclusion of Liability

Each time you access the Services, you agree that you have read and acknowledged our Terms (including any amendments from time to time). While TruYields will use reasonable care and skill in providing the Services, it is provided "as is", and we cannot promise that the Services will always be available, meet your requirements or be completely free of faults, errors or compromise from cybersecurity events.

As the User, you understand and acknowledge that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. The User is responsible for implementing sufficient procedures and checkpoints to satisfy the User's particular requirements for: (1) accessing the Services; (2) anti-virus protection and accuracy of data input and output; and (3) maintaining a means external to our site for any reconstruction of any lost data.

We have no liability or responsibility to anyone for performance or non-performance of the activities through the Services nor for any harm or damage created by others' interactions with any blockchain required to use the Services.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE USER'S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE USER'S USE OF THE INTERFACE, THE PROTOCOL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INTERFACE OR PROTOCOL OR TO THE USER'S DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.

THE USER'S USE OF THE SERVICES IS AT THE USER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, NEITHER WE, NOR ANY PERSON ASSOCIATED WITH US, MAKES, AND WE EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER TRUYIELDS, NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES.

NEITHER WE NOR ANY PERSON ASSOCIATED WITH TRUYIELDS OR THE SERVICES REPRESENTS OR WARRANTS THAT: (1) ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (2) THAT THE INFORMATION CONTAINED OR PRESENTED ON THE SERVICES IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (3) THAT THE SERVICES WILL BE FREE FROM DEFECTS, MALICIOUS SOFTWARE, ERRORS, PRIVATE, OR ANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF SUCH WILL BE CORRECTED; OR THAT THE INTERFACE OR THE PROTOCOL WILL MEET THE USER'S EXPECTATIONS.

NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR OUR PRIVATE COMMUNICATIONS, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE ANY OF THE SERVICES. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, ADVERTISEMENTS, OFFERS, STATEMENTS, OR ACTIONS BY ANY THIRD PARTY EITHER REGARDING OR THROUGH ANY OF THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

By accessing the Services you are agreeing to:

1. indemnify, to the extent permitted by the applicable laws, TruYields, against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the App or the Protocol or the Services; and
2. release TruYields from and against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the App or the Protocol or arising from the Services.

You acknowledge and agree that by providing the App and access to the Services, TruYields provides no guarantee as to any return or income, or the result or effectiveness of any Services provided. To the extent permitted by the applicable laws, you acknowledge and agree that TruYields disclaims and excludes any liability for failing to meet any of your expectations in relation to any Service provided. Specifically, and without prejudice to the foregoing, TruYields is not your fiduciary, agent or advisor, and no such obligations arise in connection with any of your activities whether through the App or the Protocol or through the Services or under any TruYields documentation, unless specified in writing by TruYields from time to time.

8. Security

Neither you nor any person authorised by you may breach or attempt to breach any of the security protocols around the Services or the provision of the Services and you will assist, upon TruYields' request, in identifying and investigating any security protocol breaches or attempted breaches. TruYields may involve law enforcement and regulatory agencies in investigating and prosecuting any breaches.

You hereby agree to take such steps as may be necessary to avoid security breaches and viruses, for example, by installing appropriate anti-virus software and related protections against viruses or other computer attacking methods that may damage, disrupt, destroy or detrimentally alter TruYields' or the Protocol's systems, the App or the provision of the Services via you or any device connected with you.

It is your responsibility to ensure and maintain continuous security and control over any device or account that gives access to the Services or which enables the Protocol to operate. If any of the Services offers security features as part of the provision of Services it is your responsibility to use these fully. The failure of any such security device or account may delay or restrict your access to the Services.

9. Intellectual Property

For the purposes of these Terms, "intellectual property rights" means any rights under patent, trademark, copyright and trade secret laws, any applications or registrations relating to such rights, and any other property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights in relation to tangible or intangible expressions of ideas.

All intellectual property rights in the App and the Website are the property of TruYields or our licensors or other third parties with whom we have a relationship and are protected by intellectual property rights laws including in any design, text, graphics or other material. All intellectual property rights not expressly granted hereunder are expressly reserved.

By accessing the App and downloading material (including contained in any temporary cache), you acknowledge that you do not acquire any intellectual property rights or ownership rights and may not resell any of the products or Services appearing on the App or the Protocol, nor to hotlink, frame or otherwise present any version of the App or the Protocol to any other person or entity. TruYields acknowledges that you may download materials from the App or the Protocol for your personal and non-commercial use only, without altering or removing any trademark, copyright or other notice from such material.

TruYields reserves the right to remove or disable access to any content or other materials from the App that violates or may infringe any person's intellectual property rights.

The TruYields company name, the terms "TruYields" and the "TruYields Protocol" and all related names, logos, product and service names, designs, and slogans are trademarks of TruYields or its affiliates or licensors. You must not use such marks without the prior written permission of TruYields. All other names, logos, product and service names, designs, and slogans on the Website or App are the trademarks of their respective owners.

10. Privacy Policy and Personal Data

TruYields will manage any personal information that we collect through the App in accordance with our Privacy Policy. Please refer to our Privacy Policy for information about how TruYields will collect, use and share your information.

11. Cookie Policy

TruYields uses cookies and similar technologies on our Website, the App and the Services. Full details of the cookies we use, why we use them, and how to manage your preferences are set out in section 13 of our Privacy Policy.

12. Accuracy of Information

The Services may contain information which may, in whole or in part, have been obtained from third party sources including information, opinions and data. Accordingly, TruYields does not guarantee the accuracy, validity, timeliness or completeness of such information, opinions or data for any purpose.

13. Compliance with Laws and Regulations

By accessing the Protocol each time you use the Services you are agreeing and acknowledging to TruYields that it is your responsibility to comply with all applicable laws and regulations relating to the use of the Protocol, and any actions or transactions you make through the Protocol, including without limitation the reporting of any transactions, and the calculation and payment of all applicable taxes within any jurisdiction relevant to your situation. If you have any doubts about whether or which laws and regulations apply to your circumstances, you should seek independent legal, accounting or taxation advice.

The collection, reporting, withholding or remittance of tax is not the responsibility of TruYields. Whilst TruYields is not responsible for collecting, reporting, withholding or remitting any taxes arising from any action or transaction you conduct via the Protocol, we will comply with any such obligations that apply to us, if any. These might include any reporting required under double taxation avoidance agreements, the US FATCA legislation, and the OECD Common Reporting Standard (CRS) exchange of information agreements. Accordingly, each time you access the Services, or conduct a transaction with us, any information or representation you have made as to your tax residency is deemed to have been repeated at that time, and we will be entitled to rely upon it for such reporting purposes. However, TruYields cannot review interactions or activities before they are executed and, given the nature of blockchain and smart contract activity, cannot ensure prompt removal or rectification of any objectionable interactions or activities after they have been executed. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, transactions, blockchain operations, or content provided by any User or third party.

You may access the Protocol only for lawful purposes and in accordance with these Terms. You are, under these Terms, agreeing not to use or access the Protocol:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
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, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
4. To impersonate or attempt to impersonate TruYields, the Website, the App or the Protocol or its employees, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or blockchain identities associated with any of the foregoing).
5. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Protocol, or which, as determined by us, may harm TruYields, or other Users, or expose any of them to liability.
6. If they are a citizen or resident of or are otherwise accessing the Services from a Restricted Country, or if the User is otherwise subject to UN, UK, and U.S. sanctions and embargo regimes. If doing so is in violation of any laws or regulations according to the User's applicable jurisdiction(s).

In addition, you agree not to:

1. engage in conduct likely to deceive or defraud any person, including (without limitation other Users) by providing any false, inaccurate, or misleading information with the intent to unlawfully obtain the property of another;
2. promote any illegal activity, or advocate, promote, or assist any unlawful act;
3. engage in any conduct likely to cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
4. impersonate any person, misrepresent your identity, or misrepresent your affiliation with any person or organisation;
5. engage in any activity or behaviour that violates any applicable law, rule, or regulation concerning, or otherwise damages, the integrity of trading markets or the Protocol, including (without limitation) tactics commonly referred to as spoofing, pump-and-dump schemes, and wash trading;
6. give the impression that you emanate from or are endorsed by us or any other person or entity if this is not the case;
7. use the Protocol to execute any transactions that may be considered a securities transaction or otherwise requires registration with any applicable regulator or agency or applicable self-regulatory organisation;
8. use the Protocol in any manner that could disable, overburden, damage, or impair the App or the Protocol;
9. engage in any conduct likely to interfere with any other party's use of the Protocol, including their ability to engage in real time activities through the App and/or Protocol;
10. use any robot, spider, or other automatic device, process, or means to access the Protocol for any purpose, including monitoring or copying any of the material on the Protocol;
11. use any manual process to monitor or copy any of the material on the App or the Protocol, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
12. use any device, software, or routine that interferes with the proper working of the App or the Protocol;
13. introduce any viruses, malware, Trojan horses, worms, logic bombs, malicious code, or other material that is malicious or technologically harmful;
14. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App or the Protocol, the server on which the App is stored, or any server, computer, or database connected to the App or Protocol, including any underlying blockchain;
15. violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and/or our Privacy Policy;
16. attack the App or Protocol via a denial-of-service attack or a distributed denial-of-service attack; or
17. otherwise attempt to interfere with the proper working of the App and the Protocol.

14. Severability

If any of these Terms are determined to be illegal, invalid or otherwise unenforceable, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it will be severed and deleted from these Terms and the remaining Terms will survive, remain in full force and effect and continue to be binding and enforceable.

15. No Waiver

Where applicable, TruYields' failure, delay or neglect in exercising any right, power, privilege, election or discretion under these Terms shall not operate as a waiver thereof.

16. Modification of Terms

TruYields unconditionally reserves its right to modify these Terms, or the Risk Policy or the AML Policy or the Privacy Policy at any time.

TruYields may give notice to you of such modifications by:

1. providing notice through an electronic communication method;
2. providing a further copy of the Terms (or the Privacy Policy) upon accessing the Services; or
3. changing the Effective Date stated in paragraph 1 of these Terms.

Each time you use the Services you confirm your agreement to the most recently updated Terms (or Policy), whether or not notified to you in accordance with paragraph (a), (b) or (c) above.

If you do not agree to any Terms (or Policy), or any modification of the Terms (or Policy) from time to time, you must cease using Services immediately.

You acknowledge that the Protocol may, from time to time, enable Users to serve in certain capacities or perform certain functionalities when interacting with the Protocol. In order to use the Services, the User may be required to enter into other agreements or documents, each of which is hereby incorporated for reference. The User expressly agrees to be bound by any such applicable provisions and restrictions if it serves in any such capacity and/or performs any such functionality.

17. Language

In the case of a discrepancy between the English version and any other language version in respect of these Terms (and the Policies), the Website or the Services, the English version prevails.

18. Inconsistency

In the event of any inconsistency between these Terms and any other agreement between you and TruYields or the Protocol, that agreement shall prevail.

19. Governing law and arbitration

The Terms (and Policies) contained herein are governed by the law in force in the British Virgin Islands.

Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms (together "Claims") will be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (BVI IAC) under the BVI IAC Arbitration Rules in force when the Notice of Arbitration is submitted.

You agree that:

1. the law of this paragraph 18 is the laws of the British Virgin Islands;
2. the seat of arbitration will be the British Virgin Islands;
3. unless you and TruYields agree otherwise, the number of arbitrators will be 1 and that arbitrator must have relevant legal and technological expertise;
4. if you and TruYields do not agree on the arbitrator to be appointed within 15 Business Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by the BVI IAC; and
5. the arbitration proceedings will be conducted in English and, unless otherwise agreed between you and TruYields in writing, shall be held in Road Town, Tortola, The British Virgin Islands.

Notwithstanding any other provision of these Terms, including for the avoidance of doubt paragraphs (b) and (c) above, you agree that TruYields has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

You must bring any and all Claims against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action or other representative proceeding. This provision applies to class arbitration. You and we agree to waive the right to demand a trial by jury.

20. FAQs

If you have any questions in relation to the above, please take a look at our help documentation (https://truyields.gitbook.io/docs/overview/truyields) or contact us (info@truyields.com) before continuing to access the Services.