Terms of Use

These Terms of Use (“Terms”) govern your access to and use of TxFlow’s interface, including our website (TxFlow exchange)(“we”, “us”, “our”, TxFlow”), mobile applications, APIs, and any related products, services, or features (collectively, the “Services”).

The Services provide a user interface for interacting with a decentralized exchange (the “Interface”), which consists of open-source smart contracts deployed on public blockchains for trading digital assets in a permissionless and non-custodial manner. TxFlow may include versions such as perpetual contracts, spot trading, order books, and other features deployed on various blockchains.

By accepting these Terms, you agree to be bound by any documents incorporated by reference (such as our Privacy Policy). If you do not agree to these Terms, you must not access or use the Services. These Terms include a mandatory arbitration provision and class action waiver, which affect your rights in disputes.

MOREOVER, NO SERVICES ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO USE ANY OF THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

Without notice to you, we may suspend, terminate, restrict or deny your access to TxFlow or the Interface based on jurisdiction, regulatory requirements, or other internal policies in our sole discretion. We shall not be responsible or liable to any loss of funds due to the restriction.

1. Eligibility and Account Requirements

1.1 If you are an individual, you must be at least 18 years old (or the legal age of majority in your jurisdiction) and have the full legal capacity to enter into these Terms and use the Services.

1.2 If you are on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf.

1.3 The Services may not be accessed or used by a Restricted Person (“Restricted Person”).Restricted Person includes individuals and/or legal entities (a) who reside in, are located in, have the citizenship of, are incorporated in, have a registered office in or are operated or controlled from (i) the United States, or (ii) a country or territory subject to economic sanctions imposed bythe United Nations, the European Union, the United States of America (e.g., OFAC SpeciallyDesignated Nationals list), or (b) are subject to economic sanctions imposed by the UnitedNations, the European Union, or the United States of America (collectively referred to as“Restricted Territory”).

1.4 You must not use VPNs, proxies, or other tools to circumvent geographic or jurisdictional restrictions.

1.5 You represent that your use of the Services does not violate any applicable laws, and you are solely responsible for compliance with local regulations, including tax obligations.

2. Description of Services

2.1 The Interface facilitates interaction with TxFlow, a decentralized, permissionless and community-driven blockchain (“TxFlow“). The Interface is not the exclusive means of accessing TxFlow. The Services provide a front-end interface to interact with the TxFlow, allowing users to trade compatible digital assets (e.g., perpetual contracts, spot trading) on decentralized blockchains.

2.2 We do not control trade execution, custody digital assets, or operate as a broker, exchange, or custodian. All transactions are peer-to-peer and executed directly on the blockchain. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. You are the owner and have full authorization and control of your wallet, private keys, or digital assets.

2.3 You must connect a compatible non-custodial wallet (e.g., MetaMask) to use the Services. We have no access to or control over your wallet, private keys, or digital assets.

2.4 The Services may include a wallet that allows you to store digital assets, link to third-party DEXs and dApps, view addresses, broadcast transactions, and participate in trades.

2.5 Access through Third-Party Partners: We may make Products accessible through third-party interfaces. Your use is still subject to these Terms.

2.6 We may offer incentives, rewards, or promotions (e.g., referral programs), subject to separate terms.

2.7 Third-party services integrated into or linked from our Services (e.g., wallets, data providers) are governed by their own terms; we are not responsible for them.

3. Prohibited Activities

You are not allowed to:

3.1 Use the Services for illegal purposes, including money laundering, terrorism financing, fraud, or any activity violating applicable laws;

3.2 Engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse or market manipulation including without limitation the carrying out of fictitious transactions or wash trades, spoofing, front running or engaging in disorderly market conduct, or manipulative tactics commonly known as “rug pulls”, pumping and dumping;

3.3 Infringe on intellectual property rights, distribute malware, or interfere with the Services (e.g., DDoS attacks, unauthorized scraping);

3.4 Provide false or misleading information, impersonate others, or engage in spam, unsolicited promotions, or abusive behavior;

3.5 Transfer rights under these Terms without our consent;

3.6 Use the Services if you are a Restricted Person or from a Restricted Territory;

3.7 Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;

3.8 Provide false, inaccurate, incomplete or misleading information;

3.9 Infringe upon TxFlow’s or any third party’s copyright, patent, trademark, or intellectual property rights;

3.10 Engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;

3.11 Distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;

3.12 Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information; or

3.13 Transmit or upload any material to TxFlow that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs.

3.14 We reserve the right to monitor usage, cooperate with law enforcement, and terminate access for violations without notice or liability.

4. Fees

In connection with your use of our Services, you are required to pay all fees necessary for interacting with the blockchain networks, including “gas” costs, as well as all other fees reflected on TxFlow at the time of your use. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the services and interact with the blockchain networks.

5. Intellectual Property

5.1 Proprietary Elements: The Products are owned and operated by TxFlow. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of our Products provided by TxFlow (“Materials”) are protected by intellectual property and other applicable laws. Except for any third-party content, all Materials contained in our Products are the property of TxFlow or its third-party licensors or suppliers. All trademarks, service marks, and trade names are proprietary to TxFlow or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Materials or the intellectual property rights mentioned above, and you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

5.2 User Content: You consent to us using any data, content, or other information submitted by you or otherwise collected from you (including wallet addresses) in accordance with our Privacy Policy. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your user-generated content in connection with the Products through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Where applicable, you may be entitled to post content, media, comments or other information using the Services. Your use of such features must comply with the terms of this Agreement and applicable law.

6. Disclaimers and Limitation of Liability

6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM LIABILITY FOR ANY LOSSES ARISING FROM YOUR USE OF THE SERVICES, INCLUDING DIRECT,INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA,INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFITS).

6.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU TO US IN THE PRECEDING 12 MONTHS.

6.3 Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible property, arising out of or relating to any access or use of the Services or your interaction with TxFlow through the Interface, or participation in any trading or financial activity conducted via such interaction with TxFlow, nor will we be responsible for any damages, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Services and its supporting infrastructure.

6.4 We are not liable for third-party actions, technical malfunction, blockchain failures, hacks, or force majeure events.

6.5 We do not advise on the merits of any particular transactions, trading risks, or tax consequences, and do not provide any other financial, investment, or legal advice in connection with ourServices. To the extent that we or our representatives provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information should not be construed as investment or financial advice. Any decision to buy or sell digital assets is the user’s decision and we will not be liable for any loss suffered. Youaccept the risk of trading digital assets. In entering into any transaction via TxFlow, you representthat you have been, are, and will be solely responsible for making your own independentappraisal and investigations into the risks of the transaction and the underlying digital asset. Yourepresent that you have sufficient knowledge, market sophistication, professional advice andexperience to make your own evaluation of the merits and risks of any transaction or anyunderlying digital asset. The Terms are not intended to, and do not, create or impose anyfiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that weowe no fiduciary duties or liabilities to you or any other party.

6.6 Any content, information or data made available through us may be incomplete, outdated or subject to other inaccuracies. You are solely responsible for verifying the accuracy and relevance of such information before making any decisions or taking any action. Before you make any financial, legal, technical, operational or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

6.7 NO WARRANTY: The Products are provided on an “as is where is basis”. To the fullest extent permitted by law, we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, accuracy or non-infringement and implied warranties arising from course of dealing or course of performance. The entire risk arising out of use or performance of the Services remains with you. We do not represent or warrant that access to the Services will be continuous, uninterrupted, timely, or secure; that the information contained in the Services will be accurate, reliable, complete, or current; or that the Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Services. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Services. You acknowledge that TxFlow is not responsible for transferring, safeguarding, or maintaining your private keys or any digital assets associated therewith. If you lose, mishandle, or have stolen associated digital asset private keys, you acknowledge that you may not be able to recover associated digital asset and that TxFlow is not responsible for such loss. You acknowledge that TxFlow is not responsible for any loss, damage or liability arising from your failure to comply with the terms hereunder.

6.8 ASSUMPTION OF RISK: You acknowledge and agree that there are risks associated with utilizing an Internet-based service including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, the risk of smart contract or blockchain network failure or bugs, the risk of governance failures or attacks, economic or valuation model failures, forking events, and that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge thatTxFlow will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience, however caused. The regulatory regime governing blockchain technologies, digital assets, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential utility or value of your digital assets. Upgrades may have unintended adverse effects on the Services or your digital assets.

6.9 Transactions processed by TxFlow are irreversible. TxFlow assumes no liability for errors or omissions made during transaction confirmations, including accidental transmissions or incorrect wallet interactions. By accessing and using the interface, you represent that you are financially and technically sophisticated such that you understand the inherent risks associated with using cryptographic and blockchain-based systems.

7. Release of Claims

7.1 You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with TxFlow through the interface. These risks include, but are not limited to (a) network delays; (b) volatility, illiquidity or total loss of digital assets (including perpetual futures trading products); (c) coding errors; (d) market manipulation (pump and dump etc.); (e) fraud, phishing or malicious acts by third parties; (f) and any failure of TxFlow or its supporting infrastructure, including cross-chain bridges.

7.2 TxFlow does not and cannot guarantee security, performance or reliability of TxFlow or its code, or any associated blockchain networks, protocols or tools.

7.3 By using the Interface, you expressly waive and release TxFlow from any and all liabilities, claims, cause of action or damages arising from any issues relating to (a) your use of the interface; (b) your interaction with TxFlow; (c) your reliance on any information; (d) your use of any third-party tools or integration; (e) any regulatory, tax or legal consequences.

7.4 By using the interface to engage in trading or other activities with TxFlow, you waive any recourse against TxFlow for any losses or damages incurred.

8. Indemnification

8.1 You agree to indemnify, defend, and hold us, our affiliates, officers, directors, employees, and agents harmless from any claims, losses, liabilities, or expenses arising from your violation of these Terms, misuse of the Services, or infringement of third-party rights.

8.2 You agree to indemnify and hold harmless TxFlow and its affiliates together with their respective employees, agents, subcontractors, directors, officers, and others involved in the Services from and against all actual or alleged third party claims concerning or in any way arising out of: (a) your use of the Services; (b) any content you provide; (c) your violation of this Agreement or applicable law.

9. Termination and Suspension

9.1 We may freeze, suspend or terminate your access to the Services at any time, for any reason, including violations of these Terms, without notice or liability.

9.2 Upon termination, your license to use the Services ends, but sections surviving termination (e.g., disclaimers, indemnification) remain in effect.

10. Modifications

10.1 We may update these Terms at any time by posting the revised version on our website. Continued use after changes constitutes acceptance.

10.2 We may also modify, suspend, or discontinue the Services or features without notice.

11. Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of laws principles.

12. Dispute Resolution; Arbitration

12.1 Agreement to Arbitrate: You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of these Terms or Services or any dispute arising out of or relating to these Terms or Services shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).

12.2 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). TxFlow shall appoint one (1) arbitrator and you shall appoint (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

12.3 You waive the right to participate in class actions or representative proceedings.

13. Severability

If any of these Terms is held invalid or unenforceable by an arbitral tribunal or a court of competent jurisdiction, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect.

14. Assignment

You agree that you may not assign or transfer any right to use TxFlow or the TxFlow Services or any of your rights or obligations under these Terms without prior written consent from TxFlow. TxFlow may assign or transfer any or all its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

15. Waiver

You agree that the failure of one party to require performance of any provision under these Terms will not affect that party’s right to require performance at any time thereafter. In the same vein, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable Terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

16. Third Party Website Disclaimer

Any links to third-party websites from TxFlow does not imply endorsement by TxFlow of any product, service, information or disclaimer presented therein, nor does TxFlow guarantee the accuracy of the information contained therein. If you suffer loss from using such third-party product and service, TxFlow will not be liable for such loss. In addition, since TxFlow has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.

17. No Investment Advice

We may provide information about tokens in our Services sourced from third-party data partners. We may also provide warning labels for certain tokens. The provision of information materials does not make trade in those tokens solicited. We are not attempting to induce you to make any purchase or trades as a result of information provided. All such information provided by any of our Services is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained in any of our Services. By providing token information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objections, financial circumstance and risk tolerance.