These Terms are entered into by and between you and Techteryx, Ltd. (“Techteryx,” “we,” “our,” or “us”), and they govern your access to and use of Techteryx’s website located at www.trueusd.com (the “Site”) and our online software platform accessible through the Site (the “Platform”), including any content, functionality, and services offered on or through the Platform, whether as a guest or a registered user. To make these Terms easier to read, the Site, the Platform and the content, functionality, and services offered on or through the Platform are collectively called the “Services.”
By using the Services, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, do not access or use the Services.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TECHTERYX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.
The Services are only intended for adults eighteen (18) years of age and older. You are not allowed to use the Services if you are under eighteen (18) years of age or if you are not capable of forming a binding contract with Techteryx. The Services are limited to users who meet the Anti-Money Laundering and Counter Terrorism Financing customer due diligence requirements outlined below, and not otherwise barred from using the Services under applicable law. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
We may change and update these Terms from time to time, and these changes are effective as soon as we post them on the Services. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services following the posting of any revised Terms, you are accepting and agreeing to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
We may also update or discontinue all or any part of the Services at any time and as we see fit.
The Platform is an online environment that enables minting and redemption of TrueUSD ( “TUSD” ) for or using US Dollars. TUSD does not constitute legal tender and are not monetary instruments. They are also not stored value or currency.
TUSD tokens are fully backed by cash, cash equivalents, short-term government securities, and liquid investments denominated in U.S. dollars, and can be redeemed for the underlying reserves held in escrow accounts managed by our independent fiduciary network including banks, depository institutions and trust companies (each a “Banking Partner” and together our “Banking Partners”) through the Platform. We utilize asset tokenization smart contracts and escrow accounts managed by our Banking Partners for the benefit of TUSD holders. Techteryx itself does not guarantee any right of redemption or exchange of TUSD tokens for U.S. dollars.
We and our Banking Partners reserve the right to refuse to issue or redeem TUSD tokens for any reason, including without limitation, if any act, conduct, transaction, omission, or misrepresentation, or the party requesting the issuance or redemption, violates, attempts to violate, causes, aids, or abets the violation of any applicable laws, statutes, ordinances, or regulations; is suspected or believed to be blocked property, frozen assets, or economic resources, or the proceeds of any crime, terrorist financing, or corruption related to any person or government official under any applicable laws; or exposes us or our Banking Partners to sanctions, restrictions, or penalties.
We are committed to providing secure and compliant, and reputable services through the Platform. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and potential reporting to international regulators.
We reserve the right to refuse registration to, or to bar transactions from or to, anyone for any reason, including without limitation, anyone from or in any jurisdictions that do not meet applicable Anti-Money Laundering and Counter Terrorist Financing (“AML–CTF”) standards; to anyone that is a Politically Exposed Person under applicable laws; or, that fails to meet any of our customer due diligence standards, requests, or requirements. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service. We will validate and verify your identity based on the information provided. As part of our Know Your Customer (KYC) policy and ongoing monitoring of account activity, we may request additional information and documentation from you from time to time and at any time. If we are unable to contact you and verify your identity, we may need to close your account.
We will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are reasonable grounds to believe that TUSD is being used for illegal purposes.
We reserve the right to make changes to the Platform, or any service or material we provide on the Platform, in our sole discretion without notice. This includes, but is not limited to, replacing the existing TUSD smart contracts with new smart contracts or moving any TUSD token to a new blockchain. In the event that a TUSD smart contract is replaced or moved to a new blockchain, balances will be transferred and the old TUSD tokens will not be valid for any purpose.
Should a blockchain on which a TUSD token is on forks, we reserve the right to select the new fork based on factors that include, but are not limited to, community adoption and long-term viability. In the event of a fork, all TUSD tokens on the non-chosen fork will not be valid for any purpose. Generally speaking, a blockchain fork is any protocol upgrade that breaks backward compatibility. We have sole and absolute discretion in determining whether a blockchain fork has occurred.
We reserve the right to deny access to the Platform to anyone or suspend or terminate an account for any or no reason, including but not limited to violations of these Terms, applicable laws and regulations, or engaging in any Prohibited Uses as outlined below, and at any time, at our sole discretion. If we terminate, suspend or deny access to your account for any reason, we’ll provide you with notice of our actions, but we are not required to provide you with our reasons for doing so.
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any account at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms.
We are not responsible for any bank transfer, wire, or any other fees or costs (“Fees”) associated with the mint or redemption of any TUSD tokens. Any Fees incurred by you during the mint or redemption of TUSD tokens shall be deducted from the amount being minted or redeemed before the balance is transferred to you. For example, if you wire $10,000 to mint TUSD and there is a wire fee of $25.00, you will then receive 9,975.00 TUSD in your ERC-20 wallet.
You are responsible for all on-chain transaction costs associated with on-chain transfers of any TUSD tokens. We do not charge any fees for minting or redeeming TUSD tokens and do not charge any on-chain transaction fees in addition to the blockchain-specific transaction fees associated with such transfers.
You are solely liable for all the taxes, fees, and commissions resulting from the use of the Services. You agree to indemnify Techteryx from any liability for, or assessment of, any claims or penalties with respect to such taxes, , including any liability for, or assessment of taxes imposed on Techteryx by the relevant taxing authorities with respect to any fees paid to you as the result of using the Services.
Cryptocurrency markets are volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. You are solely responsible and liable for your account on the Services and knowing the true status of your TUSD tokens even if the information on the Services is displayed incorrectly.
We do not provide investment advice. The information contained within the Services is for informational purposes only, and we are not soliciting any action based upon such information. Such information is not to be construed as investment advice. We do not provide any consultation on the advisability of minting any TUSD, the timing of a mint or redemption, or any other matters regarding the mint or redemption of any TUSD, such as trading techniques, models, algorithms, or any other schemes. Additionally, the information made available on the Services does not constitute a representation that the mint of any TUSD tokens are suitable or appropriate for you.
Please note the following risks in minting, using and redeeming TUSD:
Not a Bank Account
Your account with us (and any available assets held in such account) is not a bank account or a deposit account, and Techteryx may not be regulated as a financial institution in your jurisdiction. No interest will be paid on any funds or other assets held in your account and all underlying assets directly held for the benefit of TUSD holders are not insured by us or, except as set forth below, any third party or any government agency. We may collect interest on the fiat deposits held in the TUSD escrow accounts.
FDIC Coverage and Sweeps
We work with independent third-party financial institutions to provide cash management for the underlying reserves backing TUSD tokens so that each TUSD token is backed by an equivalent amount of dollar deposits, cash equivalents, short-term government treasuries, or liquid investments. To achieve this, a portion of the dollar deposits backing TUSD are held in one or more depository accounts at our Banking Partners whose deposits may not be insured by the Federal Deposit Insurance Corporation (“FDIC”).
In addition to the above, any USD balance held by non-US depository institutions may include cash and cash equivalents that include short-term, highly liquid investments of sufficient credit quality that are readily convertible into cash, and other instruments to generate yield to cover administrative and related costs, fees and charges. In all cases, cash equivalents and other instruments are recorded at cost which approximates the fair value, or cash value. Therefore, in addition to the risks noted above, there may be a risk of loss to these funds associated with the solvency of the instruments being invested in or other factors.
Theft and Loss
Any depository account maintained by an independent third-party financial institution for the benefit of TUSD token holders may not be sufficient to cover all losses due to theft or fraud. Transactions in TUSD may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
The market value of TUSD tokens may be derived from the continued willingness of market participants to exchange dollars for TUSD tokens, which may result in the potential for permanent and total loss of value of TUSD in the market.
Redemption of TUSD
All TUSD tokens will be rounded down to the nearest one cent of a dollar upon redemption.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services (collectively “Feedback”), you agree that we may use the Feedback in any way we deem appropriate to: (a) improve our Services and (b) promote the Services, and that you will not be due any compensation for your Feedback that is used in these ways.
The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Techteryx or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your use only, subject to the following restrictions:
- You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any element of the Services or any software used to provide the Services.
- You must not delete, obscure or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
- No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Techteryx.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- 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);
- 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;
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
- To impersonate or attempt to impersonate Techteryx, a Techteryx employee, another user, or any other person or entity;
- In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or offend Techteryx or other users of the Services or expose them to liability;
- By means of any robot, bot spider, or other automatic device or process, or by any manual process, intended to monitor or copy any of material on the Services or for any other unauthorized purpose;
- In order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband TUSD, other digital tokens, funds, or proceeds;
- To use any funds or other value on the Platform, or use any Services, with anything other than funds, keys, TUSD tokens, or other digital tokens that have been legally obtained by you and that belong to you;
- To interfere with or subvert our rights or obligations or the rights or obligations of any other user of the Services or any other third party;
- To engage in conduct that is detrimental to Techteryx or to any other user of the Services or any other third party;
- To falsify any account registration details provided to Techteryx;
- To falsify or materially omit any information or provide misleading information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Platform or the use of any services, including at registration;
- To reverse-engineer, decompile, or disassemble any software used to provide the Services;
- Use any meta tags or other hidden text or metadata utilizing a Techteryx trademark, logo URL or product name without our express written consent;
- Access, tamper with, or use non-public areas of the Services, Techteryx’s computer systems, or the technical delivery systems of Techteryx’s providers;
- Attempt to probe, scan or test the vulnerability of any Techteryx system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Techteryx or any of the Techteryx’s providers or any other third party (including another user) to protect the Services;
- Collect or store any personally identifiable information from the Services from other users without their express permission;
- Encourage or enable any other individual to do any of the foregoing.
We are not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
The Services include content provided by third parties, including materials provided by other users, attorneys, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by Techteryx, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Links to any third-party websites or other resources on the Services are provided for your convenience only. We have no control over the contents of those websites or resources. If you decide to access any of the third-party websites or other resources linked on the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and other resources.
YOUR USE OF THE SERVICES AND TUSD TOKENS IS AT YOUR OWN RISK. THE SERVICES AND TUSD TOKENS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
NEITHER TECHTERYX NOR ANY PERSON ASSOCIATED WITH TECHTERYX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR TUSD TOKENS. WITHOUT LIMITING THE FOREGOING, NEITHER TECHTERYX NOR ANYONE ASSOCIATED WITH TECHTERYX REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR TUSD TOKENS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR TUSD TOKENS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TECHTERYX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TECHTERYX NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TECHTERYX OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TECHTERYX’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID TO TECHTERYX FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO TECHTERYX, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TECHTERYX AND YOU.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Techteryx, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (collectively “Claims”) arising out of or relating to: (i) your violation of these Terms; or (ii) your use of the Services, or (iii) your mint or redemption of any TUSD.
These Terms and any action related thereto will be governed by the laws of the British Virgin Islands without giving effect to any choice or conflict of law provisions or rules.
(a) Mandatory Arbitration of Disputes. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or invalidity thereof, or the use of the Services (collectively, “Disputes”) shall be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding, in accordance with the British Virgin Islands International Arbitration Center Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the parties agree otherwise. The language to be used in the arbitral proceedings shall be English.
(b) Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Class Action Waiver. YOU AND TECHTERYX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Arbitration section shall be null and void.
(d) Severability. With the exception of any of the provisions in Section 21(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
No waiver by Techteryx of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure of Techteryx to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
With the exception of any of the provisions in Section 21(c) of these Terms, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms constitute the sole and entire agreement between you and Techteryx with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. You may not assign or transfer these Terms, by operation of law or otherwise, without Techteryx’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Techteryx may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Techteryx under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: [email protected].