Last Updated: 30 July 2024

TRILLION USER AGREEMENT

This Trillion User Agreement is a contract between you and www.trillionnetwork.com (“Trillion”), and they apply to your use of the services as may be offered by Trillion from time to time (“Services”) and the operation of any account opened and maintained with Trillion (“Account”).

By (a) signing up for an Account with Trillion; (b) accessing, downloading, or using any of the Services made available by Trillion; or (c) acknowledging or accepting (whether expressly or otherwise) any of the terms and conditions of this Agreement, you agree that you have read, understood, accepted and would be legally bound by, all of the terms and conditions contained in this Agreement. References in this Agreement to Trillion, “we”, “our” or “us”, are to Trillion, and references to “you” or “your” are to the person with whom Trillion enters into this Agreement.

Certain additional terms and conditions may apply in respect of any new Services that we may from time to time make available to you. Such modified, supplementary, replacement and/or additional terms and conditions may be set out in one or more schedules or addendums to this Agreement. In the event of any inconsistency or conflict between the terms and conditions set out in this Agreement and any such modified, supplementary, replacement and/or additional terms and conditions, the latter shall prevail to the extent of such inconsistency or conflict.

Documents, materials and information which are incorporated by reference into this Agreement include:

the Risk Disclosure Statement; and

the Privacy Policy.

As this Agreement is a legally binding contract, please carefully read through all the terms and conditions in this Agreement before (a) signing up for an Account; (b) accessing, downloading, or using, any of the Services made available by us; and (c) acknowledging or accepting (whether expressly or otherwise) any of the terms and conditions of this Agreement. Specifically, please read and fully understand the Risk Discosure Statement before you indicate your acceptance and agreement to this Agreement. If any of the terms or conditions is unacceptable to you, please do not use or access any of the Services.

We reserve the right, at our sole and absolute discretion, to amend, supplement or replace any part of this Agreement at any time. You hereby agree to dispense with any requirement to provide fresh consideration in amending, supplementing or replacing any part of this Agreement at any time. We will endeavour to provide you with notice of any changes by updating the revised Agreement via the Platform, and changing the "[Last revised: ]" date on this page, or by notifying you directly of such changes. Any changes to this Agreement will be effective immediately upon the earlier of the time of publication on the Platform, or at the time of transmission of the notification to you. Your continued maintenance of your Account and/or access to and/or use of the Services acts as your acceptance of and agreement to be bound by the revised Agreement. If you do not agree to any changes to this Agreement, please immediately terminate your Account and cease using the Services. We encourage you to frequently review this Agreement to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.

DEFINITIONS AND INTERPRETATIONS
1. Definitions. In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
  1. “Account Identifier” means any identifier, including your Account number, registered name, email or phone number, that is linked to your Account.
  2. “Agreement” means this User Agreement, including any schedule, addendum, appendix, document, material, and information attached hereto and/or incorporated by reference from time to time, in each case as may be amended, supplemented or replaced from time to time.
  3. “Applicable Laws” means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this Agreement (including any and all Users and Trillion) or any of the subject matters of this Agreement.
  4. “App” means the user interface as and when made available by us that is implemented in the form of a mobile software application from which the Services may be accessed.
  5. “Business Day” means any day on which commercial banks are open in the British Virgin Islands.
  6. “Dispute Notice” has the meaning given to it in Clause 27 below.
  7. “Indemnified Persons” has the meaning given to it in Clause 15.1 below.
  8. “Platform” means any platform operated by Trillion that provides you with access to the Services, including the App and the Web Interface.
  9. “Security Incident” has the meaning given to it in Clause 11.4 below.
  10. “Services” means the services provided by Trillion in respect of the Account including the minting, issuance and redemption of Trillion Stablecoins.
  11. “Third Party Content” has the meaning given to it in Clause 14.1 below.
  12. “Trillion Materials” has the meaning given to it in Clause 15.3 below.
  13. “Trillion Stablecoins” means any fiat referenced stablecoins issued by Trillion from time to time.
  14. “User” means a user of Services provided by Trillion in respect of the Account.
  15. “Website” means Trillion’s website at www.trillionnetwork.com or as may be changed from time to time.
  16. “Web Interface” means the user interface made available by us that is implemented in the form of a web page, and accessible through the Website, from which the Services may be accessed.
2. Interpretation. In this Agreement, except where the context otherwise requires or unless otherwise expressly specified:
  1. any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument, order, notice or guideline includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force;
  2. “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency, and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
  3. the words “other” and “otherwise” shall not be construed as limiting the preceding words to only matters of the same general kind or class (i.e. exclusion of the ejusdem generis principle);
  4. the words “include”, “includes”, “including” and similar expressions shall be deemed to be followed by the words “without limitation”;
  5. section headings, clause headings and sub-headings are for convenience only and shall not affect the construction of this Agreement;
  6. words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders; and
  7. the words "written" and "in writing" include email communications and any other means of visible reproduction.
ELIGIBILITY
1. Trillion may at any time determine not to make the Services, in whole or in part, available in any jurisdiction, either in its sole discretion or due to Applicable Laws. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, the availability or unavailability of any or all of the Services.
2. To be eligible to use any of the Services, the following conditions must be satisfied at all times:
  1. if you are an entity, you are duly incorporated, duly organised and validly existing under the laws of your jurisdiction and have full power to conduct your business, and if you are an individual, you are at least 18 years old or of legal age to form a binding contract under all Applicable Laws, and have full mental capacity to enter into this Agreement and any other agreement entered into pursuant to, or in connection with, this Agreement, and to make decisions regarding your investments or transactions;
  2. you have not previously been suspended or removed from using our Services;
  3. you are not an individual or entity sanctioned by any authority or is otherwise residing in a sanctioned jurisdiction;
  4. you are not prohibited from using our Services by any Applicable Laws;
  5. all of your representations and warranties set out in this Agreement and any and all agreements entered into pursuant to, or in connection with, this Agreement, being true, accurate, correct, complete, complied with, and not misleading, in all respects and at all times;
  6. you have performed and discharged, or will perform and discharge at all times, all of your covenants, agreements, obligations, or undertakings under this Agreement and any and all agreements entered into pursuant to, or in connection with, this Agreement; and
  7. if you are entering into this Agreement on behalf of a legal entity of which you are an employee, agent or representative, you have all necessary rights, power, and authority to bind such legal entity to this Agreement.
3. Trillion shall have the right to terminate, suspend or restrict your access to any of your Accounts, as well as take any other action as we deem fit, in the event that you are not, or are no longer, eligible to use the Services. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such termination, suspension or restriction of access to any Account, or any other action taken by any of the Indemnified Persons in connection with your ineligibility to use the Services.
4. You are required to notify us in writing immediately if you have any reason to believe that you do not meet any of the eligibility conditions in this Agreement, including any additional eligibility conditions that may be specified elsewhere in this Agreement.
ACCOUNT SETUP
1. Registration process; identity verification
  1. When registering your Account, you must provide current, complete, true and accurate information as required. We may require multi-factor authentication to keep your Account safe and secure. You agree to provide us with any additional information, documents and/or materials we may request at any time that would facilitate our performance of customer due diligence, or compliance with Applicable Laws and/or detection of money laundering, terrorist financing, fraud, or any other offences. In providing us with such information, you confirm (a) its accuracy, authenticity, and completeness, and (b) you have not withheld any information, document or material that may influence our evaluation of you for the purposes of registering or maintaining your Account or providing Services to you.
  2. In addition, you agree to permit us to keep a record of all such information for so long as we are required or permitted to do so under Applicable Laws, including after the termination of your Account. We will collect, use, disclose, process and/or store such information in accordance with our Privacy Policy.
  3. By signing up for an Account, you hereby authorise us to make inquiries, whether directly or through third parties, to verify your identity or perform screening, or to protect you and/or us against fraud or other financial crimes, and to take any action that we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that the information, documents and materials provided by you may be disclosed to credit bureaus, fraud prevention or financial crime agencies, operators of commercial databases or such other third-party background screening or identity verification operators, law enforcement agencies or other competent authorities.
  4. Post-Account opening, you must ensure that such information provided to us continues to be truthful, accurate, complete, and up to date. You agree and undertake to keep us promptly updated in writing if any of the information you provided to us changes, or if there is any change in circumstance that may cause any such information provided to become outdated, false, inaccurate, or incomplete. Such updates in writing shall be provided no later than 5 calendar days after such changes have occurred.
  5. Any failure on your part to comply with any of the above requirements will constitute a breach of this Agreement and we shall have the right to demand rectification of your information, or terminate, suspend or restrict your access to your Accounts, terminate the provision of all or part of the Services to you, as well as take any other action as we deem fit, whether for a specified period of time or indefinitely.
SERVICES AND FEES
1. Services. Trillion offers the following Services in connection with your Account:
  1. Stablecoin Services. Trillion provides Services related to the minting, issuance and redemption of fiat-referenced stablecoins the specific terms of which are provided in the Trillion Stablecoin Terms.
2. Fees. Trillion reserves the right to charge you fees in connection with the use of your Account and/or Services, and your termination or cancellation of your Account. You agree to pay Trillion any and all prevailing fees charged by Trillion from time to time. You also acknowledge and agree that Trillion shall have sole and absolute discretion, at any time and from time to time, to impose new fees or adjust any existing fees. In addition, you may be charged a fee by a third-party service provider that operates our and/or your funding source and/or our and/or your bank. Any fees imposed by your and/or our third-party service provider and/or your and/or our bank may not be reflected on the Platform as these fees may not be imposed by us. You are solely responsible for paying any fees imposed by such third-party service provider and/or your and/or our bank on you.
NO OTHER RELATIONSHIP OR ADVICE
1. Trillion is not your broker, intermediary, agent, trustee, or advisor and has no fiduciary relationship or obligation to you in connection with any decision or activitity carried out by you in connection with the Services. No communication or information provided to you by Trillion is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, legal advice, tax advice, or any other sort of advice (professional or otherwsie).
RISK DISCLOSURES; RELEASE OF TRILLION FOR RISKS RELATING TO TRILLION STABLECOINS
1. The minting, issuance and/or redemption of Trillion Stablecoins, and use of your Account and the Services involves risks and potential for financial losses. Such risks includes any operational, technological and security risks that may be caused by any hacks or other forms of cyber-attack on the blockchain or the Platform, and any custody or issuer risk relating to the issuer of any fiat currency, including any default, liquidation or collapse of banks or such issuer.
2. Please read, understand, and acknowledge the Risk Disclosure Statement which sets out a non-exhaustive list of risks applicable to such activities. You hereby acknowledge and agree that under no circumstances shall any of the Indemnified Persons have any responsibility or liability for any and all risks relating to the issuance or minting of Trillion Stablecoins, including the risks disclosed to you in the Risk Disclosure Statement.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
1. By using the Services or maintaining an Account, you hereby represent, warrant, and undertake to Trillion at all times that:
  1. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, licenses, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organisation having jurisdiction over you (and/or your representatives) which are necessary or desirable for you (and/or your representatives) to obtain in order to (i) access and use the Platform and/or the Services and (ii) enter into and perform your obligations under this Agreement and any other agreements entered into pursuant to, or in connection with, this Agreement, have been unconditionally obtained in writing and have been disclosed in writing to us and have not been withdrawn or amended;
  2. all the activities that you carry out during the use of the Services will be in compliance with the requirements of all Applicable Laws as well as the various policies of Trillion;
  3. your access and use of the Platform and/or the Services, and the performance of your obligations under this Agreement and any other agreements entered into pursuant to, or in connection with, this Agreement, will not: (i) if you are an entity, result in a breach of or conflict with any provision of your constitution (or equivalent constitutive documents); (ii) result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and (iii) result in a breach of any Applicable Laws, or any award of any arbitrator, court or governmental or regulatory authority in any jurisdiction;
  4. you shall not:
    1. breach any of the terms and conditions of this Agreement or any other agreements entered into pursuant to, or in connection with, this Agreement;
    2. violate or attempt to violate any Applicable Laws or policies of Trillion;
    3. violate Trillion’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
    4. violate public interests, public ethics or other legitimate interests including taking any action that would interfere with, disrupt, negatively affect, or inhibit other Users from using the Services;
    5. act in a manner that is defamatory, trade libellous, threatening or harassing;
    6. provide false, inaccurate, incomplete or misleading information;
    7. engage in or assist in engaging in potentially fraudulent or suspicious activities and/or transactions;
    8. modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Services, or any portion of the Services without Trillion’s prior written consent or unless otherwise permitted by Applicable Laws;
    9. (A) access, acquire, copy, modify or monitor any portion of the Services or in any way reproduce or circumvent the navigational structure or presentation of the Services to obtain or attempt to obtain any materials, documents, or information through any means not made available through the Services, (B) attempt to gain unauthorized access to any portion or feature of the Services or any other systems or networks connected to the Services or to any Trillion server or to any of the services offered on or through the Services, by hacking, password "mining," or any other illegitimate or prohibited means, (C) probe, scan, or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services, (D) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, (E) use any device, software, or routine to interfere with the proper working of the Services, or with any other person's use of the Services, (F) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Services, or (G) use the Services in an unlawful manner;
    10. refuse to cooperate in any investigation or provide confirmation of your identity or the accuracy of any information, documents and/or materials you provide to us;
    11. conduct your business or use the Platform or Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability to Trillion, other Users, third parties or you;
    12. facilitate any viruses, bugs, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
    13. use any robot, spider, other automatic device, or manual process to monitor or copy our Website or Platform without our prior written permission;
    14. use any device or software to interfere or attempt to monitor or interfere with our Website, the Platform or the Services; or
    15. take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
  5. there is no pending claim, action, suit or proceedings at law or in equity (in any jurisdiction) before any court, tribunal, governmental body, agency, official or any arbitrator that is likely to affect the legality, validity or enforceability against you and/or the legal entity you act on behalf of, or your ability to perform the obligations under this Agreement;
  6. our claim against you and/or the legal entity you act on behalf of, under this Agreement: (i) if unsecured, will rank at least pari passu with the claims of all your other unsecured and unsubordinated creditors, save for those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; or (ii) if secured, will rank in priority to the claims of all subsequent encumbrances, unless we otherwise agree in writing;
  7. you and/or the legal entity you act on behalf of are generally subject to civil and commercial law and to legal proceedings, and neither you nor any of your assets or properties is entitled to any immunity or privilege from any set-off, suit, judgment, execution, attachment, injunction or other legal process; and
  8. no proceedings have been commenced or threatened, and no order or declaration has been made, against you and/or the legal entity you act on behalf of for liquidation, winding up or bankruptcy, or for the appointment of a trustee in bankruptcy, judicial manager, administrator, receiver, liquidator, or similar officer to administer any or all of your assets and you and/or the legal entity you act on behalf of have not declared bankrupt or insolvent.
2. Should you breach any of the above representations, warranties and/or undertakings, Trillion reserves the right to take any action against you or your Accounts, whether for a specified period of time or indefinitely, including:
  1. refusing to allow the minting, issuance or redemption of any Trillion Stablecoin;
  2. suspending or terminating your Account;
  3. reporting the incident or breach to the relevant authorities;
  4. publishing the alleged breach and actions that have been taken; and/or
  5. deleting any information you published that is in breach of the representation, warranty and/or undertaking.
3. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any action taken against you or your Accounts should you breach any of the above representations, warranties and/or undertakings.
INTERRUPTIONS, DELAYS AND CANCELLATIONS
1. Interruptions. If any technical reasons prevent or degrade Users’ ability to access the Platform or any Services, Trillion may, in its sole and absolute discretion, without prior notice to you or any other Users, take one or more of the following actions (where applicable):
  1. disable or suspend the minting, issuance or redemption of any Trillion Stablecoin;
  2. disable or suspend any sign-in to Accounts; and/or
  3. disable or suspend access to the Platform, any Services, and/or any other systems or processes.
    
    Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, Trillion’s decision to carry out any of the above actions.
2. Delays and Cancellation. There may be instances in which the processing of the minting, issuance or redemption of Trillion Stablecoins is delayed or has to be cancelled due to whatever reason (including if there is any system, technical or operational issues that prohibits us from processing such minting, issuance or redemption) or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any cancellation or delay in processing any minting, issuance or redemption.
3. Disclaimers, limitations, and exclusions. We do not provide any warranty (whether express or implied) nor guarantee as to the timeline by which the minting, issuance or redemption of any Trillion Stablecoin will be successfully processed.
PRIVACY OF PERSONAL DATA
1. To the extent that you provide us with any of your personal data, you hereby consent to the collection, use, disclosure and/or processing of such personal data in accordance with and for the purposes stated in our Privacy Policy, a copy of which is available on our website.
OUR COMMUNICATIONS WITH YOU
1. You agree to receive electronic communications and notifications from us by way of e-mail, by posting a notice to our website, or through other means as we may elect. You are responsible for keeping all your correspondence information (including email address, residential address, and phone number) up to date in your Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Incidents) from time to time.
2. We may from time to time make available certain information relating to the Services via the Platform or any of our social media or other channels (including email, Twitter/X, Instagram, and/or Telegram channels) as we may make available from time to time. Whilst we may take reasonable steps to prevent unauthorised access to the Platform and such channels, we cannot guarantee that there will be no such unauthorised access. You acknowledge and agree that there shall be no presumption that any content made available via such channels are authentic and originate from us. You should exercise due caution and if there is any reason to doubt the authenticity and integrity of any content made available via such channels, and you must contact us to seek further verification. The Services may be accessed via only the Platform, and you must not attempt to access the Services and/or login to your Accounts using your Access Credentials on any other channels.
SECURITY OF YOUR ACCOUNT
1. As your Account and Account Identifiers may be used to transmit Instructions to us and/or access the Services, you must ensure that your Account, Account Identifiers, and your devices used to access your Account, are secure from unauthorised access and/or use. It is your sole responsibility to prevent any unauthorised access and/or use of your Account and Account Identifiers, and you shall take all reasonable measures (including physical, technical, and administrative safeguards) to prevent any unauthorised access and/or use thereof, including the measures stated herein.
2. Your Responsibility. You shall be solely responsible and liable for all direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs you incur that arises from or in connection with any failure by you to comply with this Clause. Any such failure by you may be taken into account in our determination of the appropriate resolution of any matter. You should review any notices and/or alerts that we may send to you in connection with any access to and/or use of your Accounts, which you will be deemed to have notice of upon the transmission of such notices and/or alerts to you. For the avoidance of doubt, we shall have no obligation to send you any such notices and/or alerts.
3. No Liability. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any: (a) access to and/or use of (whether authorised or not) any of your Accounts and/or Account Identifiers by any person; (b) breach of security affecting your Accounts and/or Account Identifiers; (c) operations effected by you or purported to be effected by you through your Accounts and/or Account Identifiers or otherwise referable to your Accounts and/or Account Identifiers; (d) damage or interruptions caused by any computer viruses, bugs, spyware, scareware, Trojan horses, worms, malware, or other malicious code; and/or (e) any disclosure of any Access Credentials by you to any person.
4. Security Incident. If you have any knowledge of or any reason to suspect that there may have been any unauthorised access to and/or use of your Accounts and/or Account Identifiers, you must:
  1. immediately notify us as at support@trillionnetwork.com and take such steps as may be necessary to prevent any further unauthorised access to and/or use of your Accounts and/or Account Identifiers. This includes the freezing of your Accounts through the Platform;
  2. continue to provide accurate and up to date information as we may request throughout the duration of the Security Incident; and
  3. take any steps that we may require to mitigate, manage, or report any Security Incident.
ACCOUNT SUSPENSION, CANCELLATION AND TERMINATION
1. You agree that Trillion shall have the right in its sole and absolute discretion, without prior notice and liability to you or any other third party, to refuse to allow the minting, issuance or redemption of any Digitial Token, immediately suspend, terminate or restrict your access to your Accounts, and/or suspend, terminate or restrict your access to any of the Services, whether for a specified period of time or indefinitely, for any reason or for no reason whatsoever, including where:
  1. we are, in our sole opinion, required to do so by any Applicable Law;
  2. we reasonably believe that we need to do so in order to protect our reputation or goodwill;
  3. you have not complied with, or we reasonably suspect you of acting in breach of, any terms, conditions or provisions in this Agreement;
  4. we detect any unusual activity in or unauthorized access to your Accounts;
  5. we have determined or suspect that any Transaction is erroneous, unauthorised, fraudulent or unlawful or we suspect your Accounts and/or the Services are being used in a fraudulent, unlawful or unauthorised manner;
  6. we have concerns about the security of your Accounts;
  7. we have determined or suspect that there is any occurrence of money laundering, terrorist financing, fraud, or any other financial crime, or if your activities are in breach of any sanctions related laws, regulations, orders, rules or code of conduct;
  8. we have determined or suspect that there is any occurrence or involvement of unlicensed gambling, scams, high risk business, purchase of drugs, conduct of multi-level marketing, ransomware, transactions in darknet market, transactions in high-risk exchanges, and/or transactions with sanctioned countries, individuals or entities or politically exposed persons;
  9. use of your Account is subject to any pending litigation, investigation, and/or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account;
  10. we have determined or suspect that you have directly or indirectly registered any Account in another person's name;
  11. any information that you have provided to us is untruthful, inaccurate, outdated or incomplete;
  12. the Agreement has been amended, and you are unwilling to accept any of the terms, conditions or provisions of the amended Agreement;
  13. you have requested that we terminate or suspend the provision of any Services to you; and/or
  14. any other circumstance (including due to external market movements and conditions) has arisen where we consider it necessary to terminate or suspend any of its Services.
2. You agree that you will continue to be responsible for all debts obligations related to your Account even after it is closed. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of the cancellation, suspension or termination of your Account and/or your access or use of our Services and Platform.
SITE AVAILABILITY AND ACCURACY
1. The Platform, Website, and/or any of the Services may be periodically unavailable during scheduled maintenance or unscheduled downtime. None of the Indemnified Persons make any (and hereby disclaims any) representations or warranties regarding the Platform, Website, and/or any of the Services including that a User will have continuous, uninterrupted, or secure access to the Platform, Website and/or any of the Services.
WEBSITE; THIRD PARTY CONTENT
1. We strive to provide accurate and reliable information and content on the Trillion website, but such information may not always be correct, complete, or up to date. We will update the information on the Trillion website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Trillion 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 Trillion of any products or services. We shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Trillion website or in any Third Party Content.
IMDENTIFICATION AND EXCLUSION OF LIABILITY
1. Indemnification. You agree to fully indemnify and hold completely harmless (a) Trillion, (b) Trillion's shareholders, joint venture parties, subsidiaries, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers, contractors and service providers of all the persons and entities described in (a) and (b) ((a), (b) and (c) collectively, the "**Indemnified Persons**") from and against any and all claims, actions, proceedings, investigations, demands, actions, suits, costs, charges, expenses, damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority), losses and liabilities which the Indemnified Persons may incur, suffer or which may be made against them as a result of, in relation to, and/or arising out of (i) your use of, or conduct in connection with, the Services, (ii) your breach of representation, warranty, agreement or undertaking by you under this Agreement or our enforcement of this Agreement, (iii) your violation of any Applicable Laws, (iv) any act, omission, negligence, breach, offence or default committed or attributable to you, (v) any sum or obligation expressed to be payable or liable to be performed under this Agreement not being paid or performed by you by the time, on the date and otherwise in the manner specified in this Agreement, and/or any circumstances beyond our control. If you are obligated to indemnify any of the Indemnified Persons pursuant to this Agreement, Trillion will have the right, in its sole and absolute discretion, to control any action or proceeding and to determine whether Trillion wishes to settle, and if so, on what terms.
2. Disclaimer of Damages and Limitation of Liability
  1. To the maximum extent permitted by Applicable Laws, in no event shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any loss of business, profits or opportunities, or any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of data, information, revenue, profits or other business or financial benefit), whether arising out of or in connection with the Website, the Platform, your Account, the Services, this Agreement and/or any agreement entered into pursuant to, or in connection with, the terms of this Agreement, or otherwise.
  2. Any liability of the Indemnified Persons, to you or any person or entity in any circumstance is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by Trillion's breach of this Agreement provided always that the Indemnified Persons' maximum aggregate liability to you for all such losses arising in connection with this Agreement or otherwise shall not exceed US$20,000. Such sum shall be paid as liquidated damages by Trillion to you in full and final settlement and satisfaction of our entire liability and the Indemnified Persons’ entire liability for any loss or damage which is caused directly and is reasonably foreseeable by our breach of this Agreement. You acknowledge and accept that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including any claim in rem, injunction, and/or specific performance.
3. Disclaimer of Warranties. To the maximum extent permitted under applicable law, the Services and any materials, product, service or other item provided by or on behalf of Trillion and/or its affiliates in connection with the Services ("Trillion Materials"), whether by a third party operator or otherwise, are provided on an "as is" and "as available" basis and Trillion expressly disclaims, and you waive, any and all other warranties of any kind, whether express, statutory or implied, oral or in writing, including warranties of merchantability, adequacy, accessibility, fitness for a particular purpose, title or non-infringement of third party rights or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, Trillion does not represent or warrant that the site, the Services and/or Trillion Materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and/or access of the Services.
RESTRICTED USES, ACTIVITIES AND PROHIBITED TRANSACTIONS
1. In connection with your use of the Services, you hereby agree that you will not:
  1. violate (or assist any other party in violating) any Applicable Laws;
  2. intentionally try to defraud (or assist in the defrauding of) Trillion or other Users;
  3. provide or disseminate false, inaccurate, or misleading information, document or material;
  4. take any action that interferes with, intercepts, or expropriates any system, data, or information;
  5. partake in any transaction involving the proceeds of illegal activity, money laundering, terrorist financing, unlicensed gambling, unlicensed moneylending activity, sale of any weaponry, drugs or darknet material;
  6. transmit or upload any virus, worm, or other malicious software or program;
  7. attempt to gain unauthorized access to other Accounts, the Trillion website, or any related networks or systems;
  8. use the Services on behalf of any third party or otherwise act as an intermediary between us and any third parties;
  9. collect any User information from other Users;
  10. defame, harass, or violate the privacy or intellectual property rights of Trillion or any other Account Users; or
  11. upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials.
TAXES
1. It is your sole responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. All payments and transactions made and entered into on our Platform must be free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Trillion is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, or remitting any taxes arising from any transaction. However, if any Applicable Law requires Trillion to make any tax payments or duties on your behalf, we reserve the right to withold in part or in full or claim such payments (including any other administrative charges incurred in respect of such payments) against you on a full indemnity basis.
LIMITED LICENSE AND INTELLECTUAL PROPERTY RIGHTS
1. Subject to your continued compliance with the express terms and conditions of these Terms, Trillion provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services on your computer or other internet compatible device as Trillion may prescribe from time to time for your personal, internal use only (save that enterprise users may access and use the Trillion Materials for internal business purposes). The content layout, formatting, and features of and access privileges for the Services shall be as specified by Trillion in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms.
2. These Terms provides only a limited license to access and use the Services. Accordingly, you hereby agree that Trillion transfers no ownership or intellectual property right, interest or title in and to the Services or any Trillion intellectual property to you or anyone else in connection with your use of the Services. All intellectual property rights, title and interests in and to the Services, including any text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and/or licensed by Trillion or its members, parents, licensors, or affiliates.
3. Without prejudice to the foregoing or any other rights under these Terms or at law, you further acknowledge and agree that Trillion may use and/or disclose anonymised data, which is not in personally identifiable form, for data analytics, marketing and/or business improvement purposes.
CIRCUMSTANCES BEYOND OUR CONTROL
1. Upon termination of your Account or this Agreement for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
2. No Indemnified Persons shall be liable to you or any other person for any breach of this Agreement or for any delay, disruption, interruption or failure of the Services, if such breach, delay, disruption, interruption, or failure arose (directly or indirectly) in connection with any circumstances beyond our control, including any natural disaster, epidemic or pandemic, national or international crisis, emergency, war, riot, strike, labour dispute, widespread violence or acts of terrorism, breakdown in public infrastructure, any disruption, interruption, and/or failure of any system or services provided by a third party service provider to us, interruption in telecommunications or network provider services, absence of a liquid market for any digital token, significant or widespread disruptions, cessation of business or bankruptcy of any third party, disruption to the market for any digital token or fiat, or change in Applicable Laws.
LANGUAGE
1. These Terms may, at Trillion sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy, or omission as between the English text and any translated text.
AMENDMENTS
1. Trillion reserves the right, at our sole and absolute discretion, to amend, supplement or replace any or all of this Agreement at any time. Parties agree to dispense with the requirement for fresh consideration in amending, supplementing or replacing any or all of this Agreement at any time. Trillion will provide notice of these changes by updating the revised Agreement on the Website or App, and changing the "[Last revised:]" date on this page. Any and all changes to this Agreement will be effective immediately upon being published on the Website or App, or separately notified to Users. Your continued use of the Services acts as acceptance of the amended Agreement and your agreement to be bound by the revised Agreement. If you do not agree to any changes to this Agreement, please stop using the Services. Trillion encourages you to frequently review this Agreement to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
ENTIRE AGREEMENT
1. This Agreement sets forth the entire understanding between you and Trillion with respect to the Services.
CLAUSE HEADINGS
1. Clause headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
ASSIGNMENT
1. This Agreement is personal to you and you are not permitted to novate, transfer or assign your rights, interests, liabilities and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer or assign this Agreement or any of our rights, interests, liabilities and/or obligations at any time to anyone else, including in connection with any merger, acquisition, amalgamation or other corporate reorganisation involving Trillion.
SEVERABILITY
1. If any term or provision of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms and provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated.
INVALIDITY
1. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the same shall not affect the legality, validity or enforceability of any other provisions in this Agreement.
DISPUTE RESOLUTION
1. For disputes arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination, or the provision of Services, the Platform or the Website), either you or us may initiate the dispute resolution procedures set forth in this Clause by giving the other party written notice of such dispute (“Dispute Notice”). Any Dispute Notice must be in writing and in English.
  1. For any Dispute Notice to be delivered by you to Trillion, such Dispute Notice shall be delivered by: (A) hand personally to our registered address with confirmation of receipt; and/or (B) a courier service to our registered address with confirmation of receipt. Any Dispute Notice delivered in accordance with the foregoing shall be deemed delivered at the time of receipt.
  2. For any Dispute Notice to be delivered by Trillion to you, such Dispute Notice may be delivered by: (A) hand personally to your address; (B) a courier service to your address with confirmation of delivery; (C) email or other electronic means to your email address or other contact information (including your contact number); and/or (D) any other method (whether electronic or otherwise) to any location, account (including your social media accounts), profile, and/or wallet address which we determine to be controlled or accessible by you. Any Dispute Notice shall be deemed delivered, if delivered in accordance with 27.1(b)(A) or (B), at the time of delivery, and 27.1(b)(C) or (D), at the time of transmission. Trillion may rely on the information associated with your Account (including your address, email address, contact number, and/or wallet address) or any other information that Trillion determines to be reasonably associated with you (including any other registered address, business address, place of business, residential address, social media accounts, and/or wallet addresses) for the delivery of any Dispute Notice to you.
2. Following the successful delivery of a Dispute Notice, at Trillion’s sole and absolute discretion and election in writing, within 45 days of the Dispute Notice, Trillion may refer the dispute for arbitration.
3. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The number of arbitrators shall be one and the place of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English.
ENFORCEMENT OF OUR RIGHTS
1. Trillion’s rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of Trillion to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy. Any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.
SURVIVAL
1. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will continue to be binding and operate after the termination or expiration of this Agreement.
GOVERNING LAW; JURISDICTION
1. The Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands.
THIRD-PARTY RIGHTS
1. A person who is not a party to this Agreement has no rights (including rights under any Applicable Laws) to enforce or enjoy the benefit of any part of this Agreement.