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Pre-IPO Perpetuals Disclaimer

Terms and risk disclosure for perpetual contracts whose underlying company has not yet completed an IPO.

Nature of the product

Pre-IPO Perpetuals are pre-market perpetual contracts whose underlying company has not yet completed an IPO. The contract gives you price exposure to changes in the underlying company's overall valuation (market cap); you do not hold any equity in the company, and you trade its valuation changes solely through the contract's price movements. The contract is settled exclusively in USDC. The contract's price is determined solely by market participants trading on TxFlow and does not represent an official valuation of the company, its actual IPO offering price, or its post-listing stock price.

These contracts are not equity, securities entitlements, ownership interests, IPO allocations, tokenized shares, physical commodity claims, warehouse receipts, or any other form of claim against the referenced issuer, asset, or its custodian. Holders of a position receive no voting rights, dividend rights, information rights, registration rights, allocation rights, delivery rights, or other rights attaching to the underlying or its issuer, and will not receive any shares or securities at any point, including upon any conversion described above.

No affiliation; not a regulated entity

You understand and acknowledge that TxFlow is not registered as, nor purports to act as, a broker-dealer, exchange operator, transfer agent, custodian, or similar regulated entity in any jurisdiction.

Eligibility, acknowledgments, representations and warranties

By using any services, you acknowledge the relevant risks, agree to bear the trading risks on your own, and further acknowledge, represent and warrant that the following are true and correct as of the date hereof:

  1. You are not domiciled in a Prohibited Jurisdiction under TxFlow's Terms of Use;
  2. You are not purchasing the Pre-IPO Perpetual for the account or benefit of a person in a Prohibited Jurisdiction;
  3. You, and any authorized director, employee, signatory or representative who placed the buy order, are not in any Prohibited Jurisdiction at the time the buy order was originated;
  4. You are eligible to participate in Pre-IPO trading, whether as a professional, sophisticated or accredited investor, qualified purchaser, or otherwise, as may be required under the laws of your jurisdiction or other laws applicable to you;
  5. You possess the requisite experience, knowledge and expertise in financial and business matters to evaluate the merits, risks and suitability of trading Digital Assets;
  6. You have not entered into, and are not trading the Pre-IPO Perpetual with a view to entering into, any agreement or arrangement for the resale or transfer of the Pre-IPO Perpetual under which the economic benefits and risks would pass to another person; and
  7. You have conducted your own research and understand that the Pre-IPO Perpetual confer no ownership, voting, dividend, or information rights, are not affiliated with, endorsed by, or issued by the referenced companies, and that administrative controls are in place as needed for legal, security, or operational purposes.

Risks

Trading perpetuals on TxFlow involves substantial risk and may result in a total loss of your assets. Specific risks include but are not limited to:

a) No-IPO and IPO-cancellation risk. If the IPO is instead cancelled or postponed indefinitely, TxFlow reserves the right to delist the contract and settle it at a fair value price determined by TxFlow in its sole discretion. The settlement price may differ materially from any external valuation reference, your expected IPO valuation, or your entry price.

b) Price does not imply IPO pricing. The contract price is set exclusively by TxFlow market participants and may not reflect, and should not be relied upon as an indicator of, the company's actual IPO offering price or post-listing stock price.

No investment advice

All information provided or referenced on TxFlow is for informational purposes only and shall not be construed or relied upon as legal, financial, tax, accounting, investment, or other professional advice; is not a recommendation or solicitation to buy or sell securities or to engage with the Pre-IPO Perpetual; is not guaranteed to be accurate, complete, or useful; is used at your own risk; and may change without notice. You are responsible for obtaining current information and performing your own due diligence before each use of any services. Past performance of any reference issuer, asset, or market does not predict future results. Users should consult qualified professionals before entering any position.

Jurisdictional restrictions

TxFlow is not available to residents of restricted jurisdictions provided in the Terms of Use. Users are responsible for verifying that their access to TxFlow complies with all applicable laws in their jurisdiction. Use of VPNs or other circumvention measures to access restricted services is prohibited.

Modifications

Specifications, parameters, and procedures described in this documentation are subject to change. Where a material change is reasonably likely to adversely affect an open position, holders of that position as at the date of publication may close the position without penalty at any time before the change takes effect; this right does not apply to urgent changes made in response to market events, nor does it entitle a position holder to any specific price or outcome on closure.

Acknowledgment

I have fully read, understand and accept the above and TxFlow's Terms of Use. I confirm that I am eligible to participate.

Pre-IPO contracts follow the equity session schedule. See Stock Perpetuals for regular trading hours and the holiday calendar.