Terms of Service

Effective Date: September 21, 2016

These terms and conditions of service (the “Terms of Service”) apply to the trueEX website located at www.trueex.com (the “Website), which is owned and operated by trueEX® Group LLC (the “Website”). “trueEX” refers to trueEX® Group LLC and its subsidiaries, including but not limited to, trueEX LLC. BY USING THE WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

1. Ownership.

The Website, together with any and all information, services or other material, including, but not limited to, logos, icons, trademarks, text, graphics, photographs, images, and software (collectively, “Information”) contained in, provided or made accessible to users of the Website, is the proprietary property of trueEX except as otherwise set forth in any Exchange User License, Participation Agreement or other agreement between a user of the Website and trueEX.

Trademarks, service marks and product names or logos that appear on the Website, as well as custom graphics, button icons and other images covered by trademark, trade dress, copyright or other proprietary rights, are the exclusive property of trueEX® Group LLC or its licensor(s) and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may not use, copy, imitate or modify any such names, marks, logos, icons, graphics or images without the express prior written consent of trueEX® Group LLC. All such rights are reserved.

2. Registration.

You acknowledge and agree that certain functionalities and services made available through the Website require users to register prior to being granted access. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree that you are solely responsible for all activities that occur using your username and password.

Where any functionality or service requires registration, you agree that you will comply with the registration process and observe and be bound by applicable Exchange Rules, User Licenses, Participation Agreements, trueEX Privacy Policy or other rules, terms and conditions governing your access to and use of such functionality or service. In the event of any conflict between these Website Terms of Service, and any such Exchange Rules, Licenses or Agreements, the applicable Exchange Rules, License or Agreement shall prevail.

3. Disclaimers.

Persons or entities that access the Website acknowledge and agree that no duty of care is owed to them or to any other users by trueEX or any of its affiliates, and that use of the Website creates no legal relationship between a user and trueEX® Group LLC or its affiliates.

THIS WEBSITE, AND ANY INFORMATION, SERVICE OR OTHER MATERIALS THAT MAY BE PROVIDED ON THIS WEBSITE, ARE PROVIDED “AS IS,” WITH ALL FAULTS. NEITHER TRUEEX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, TIMELINESS, COMPLETENESS, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, OR ANY INFORMATION OR SERVICE PROVIDED ON OR CONTAINED IN THE WEBSITE. THE ENTIRE RISK OF ACCESS AND USE OF THE WEBSITE LIES WITH THE USER.

trueEX is not providing investment, financial, tax, legal, or other professional advice, nor does trueEX sponsor, recommend or endorse the purchase or sale of any security, investment or financial product or instrument.

4. Limitation of Liability and Indemnity.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE FORM OF ACTION, NEITHER TRUEEX® GROUP LLC, NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND TO ANY USER OF THIS WEBSITE, OR ANY OTHER PERSON, FOR ANY INACCURACIES, ERRORS OR OMISSIONS ON THE WEBSITE, OR ANY INFORMATION OR SERVICES PROVIDED ON THE WEBSITE, NOR FOR ANY LOSS OR DAMAGE (WHETHER DIRECT OR INDIRECT) INCURRED IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE WEBSITE, OR RELATING TO ABILITY OR INABILITY TO ACCESS OR USE OF THE WEBSITE, REGARDLESS OF CAUSE. UNDER NO CIRCUMSTANCES SHALL TRUEEX® GROUP LLC, OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) WITH RESPECT TO THE ACCESS OR USE OF THE WEBSITE OR THE INFORMATION OR SERVICES AVAILABLE THEREIN, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.

You agree to indemnify and hold trueEX, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against trueEX by any third party due to or arising out of or in connection with your use of the Website.

5. Notice for New Jersey Residents.

No provision in these Terms of Service shall apply to any consumer in New Jersey if the provision limits redress for/under: (i) seller’s tortious actions (e.g., negligence, failure to exercise a basic standard of care, failure to avoid creating an unreasonable risk of harm); (ii) the New Jersey Products Liability Act, N.J.S.A. 2A:58C-1, et seq. (i.e., the statutorily imposed duty to refrain from manufacturing and selling dangerous products, with the possibility of punitive damages for violations thereof); (iii) the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9, et seq. (i.e., the statutory right to pursue punitive damages in the event of harm caused by actual malice, wanton and willful disregard, reckless indifference); (iv) the New Jersey Uniform Commercial Code (i.e., a comprehensive statutory regime governing the rights and duties of buyers and sellers with respect to contracts for the sale of goods, with the possibility of damages for economic and property harm); and (v) seller’s failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft, as regulated by the Federal Trade Commission and the Federal Communications Commission, and as governed by the New Jersey Identity Theft Protection Act, N.J.S.A.56:8-161, et seq., and the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-3, et seq.). With respect to these Terms of Service, provisions concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property.

6. Use of the Website.

You may not, while accessing or using the Website: request, or otherwise attempt to harvest, obtain or store, personal information, passwords, account information or any other type of information relating to other users; access or use another person's account; alter, modify, frame, or "mirror" any Information; create a deep-link to our Website by by-passing our Website’s homepage; use any data mining, robots, or similar data-gathering and extraction tools in connection with the Website; inhibit, disrupt, or otherwise prevent anyone from using or accessing the Website or interrupt any user's experience on the Website, including, but not limited to, acting in any manner that disrupts users' real-time exchanges; interfere with or disrupt the Website, servers or network connections to the Website, disobey any requirements, procedures, policies or regulations of networks connected to the Website; modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website; or attempt to gain unauthorized access to the Website (or any portion thereof). You may not use the Website or any Information for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of trueEX or others.

7. Privacy.

As part of the registration process or otherwise in connection with your use of the Website, you may be required to provide trueEX with personal information. We strive to maintain the privacy of such information. Our Privacy Policy, is available on this Website, and is incorporated into and subject to these Terms of Service.

8. Links to Third Party Websites.

Our Website may contain links to websites with which we have no affiliation or relationship. When you click on such links, you may leave our Website and be directed to the third parties’ websites. Such third party websites are not under trueEX’s control, and trueEX is not responsible for and does not endorse the content of such third party websites, including any information or materials contained on such websites.

9. Termination

You understand and agree that trueEX will determine your compliance with these Terms of Service in its sole discretion. trueEX may, at any time and for any reason, in its sole discretion, modify, discontinue or suspend any or all of the functionalities, information and/or services provided on the Website, with or without notice, and shall not be liable for any such modification, discontinuance or suspension.

10. Modification

These Terms of Service may be amended, expanded, updated or otherwise modified from time to time, without notice. Please visit this section of the Website periodically to access the current version of the Terms of Service. By continuing to access and use the Website after any such amendments, additions, updates or modifications have been made, you agree that you are consenting to be bound by such revised terms.

11. Governing Law.

The trueEX Terms of Service, Privacy Policy and their respective interpretations shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. You consent and submit to the jurisdiction and venue of the state and federal courts located in New York, New York in all questions and controversies arising out of your use of the Website and these Terms of Service.

12. Miscellaneous.

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. The Terms of Service contains the entire understanding between you and trueEX and supersedes all prior understandings of the parties hereto relating to the subject matter hereof and cannot be changed or modified by you, except by a writing signed by an authorized signatory for trueEX. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature on the Website are incorporated by this reference into these Terms of Service. Your use of the Website is independent of trueEX and not as an employee, agent, partner, or joint-venturer with trueEX for any purpose.

If any provision of the Terms of Service is found to be invalid, illegal or unenforceable, the Terms of Service will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.