Welcome to torque.fi & app.torque.fi, interfaces (the “Interfaces”) maintained by Torque Inc. (“we,” “our,” or “us”). The Interfaces provide access to smart contracts that connect savers to economic opportunities

BY CONNECTING YOUR WALLET, YOU ARE ENTERING INTO A BINDING AGREEMENT. YOU MUST BE 18 OR OVER & SHOULD ONLY ACCESS THE INTERFACES IF YOU AGREE TO THE FOLLOWING TERMS IN THEIR ENTIRETY.

To the extent that there is a conflict between these Terms & any applicable additional terms, this Agreement will control unless expressly stated otherwise. If you do not agree or may not comply to these Terms, you may not use the Interfaces or otherwise engage with the Protocol.

1. Modifications

We reserve the right to modify this Agreement. If we make modifications, we will notify you by updating the date at the top of the Agreement. Modifications are effective when posted & your continued use of the Interfaces will confirm your acceptance of those modifications. If you don't agree with modifications to this Agreement, you must immediately cease accessing.

2. Eligibility

To access or use the Interfaces, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least eighteen (18) years old & have the full right, power, & authority to enter into & comply with the terms & conditions of this Agreement on behalf of yourself & any company or legal entity for which you may access or use the Interface. You represent that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States or where your use of the Interfaces would be illegal or otherwise violate any applicable law. You further represent that your access & use of the Interfaces will fully comply with all applicable laws & regulations & that you will not access or use the Interfaces to conduct, promote, or otherwise facilitate any illegal activity.

3. Proprietary Rights

The Interfaces may or may not be open source, but Torque Inc. owns property & other rights in its contents, including (but not limited to) text, images, trademarks, service marks, copyrights, patents, & designs. The Protocol is composed of open-source code running on  Arbitrum.

4. Protocol Disclaimer

The Protocol consists of free, public, open-source, or source-available software, including a set of smart contracts deployed on the Arbitrum blockchain. Your use of the Protocol involves various risks, including complete loss of the digital assets you supply to the Protocol.

Although TUSD is designed to maintain low volatility, there remain unforeseeable ways in which the Protocol could fail causing TUSD to lose its peg or all of its value. In such an event, the Protocol’s governance token (“TORQ”) could experience a loss in value. Before using the Protocol or trading TORQ, review the Torque Docs to understand how Torque works.

TORQUE PROTOCOL IS PROVIDED "AS IS," AT YOUR OWN RISK, & WITHOUT WARRANTIES.

Although Torque Inc. developed the initial code, we do not provide, own, or control Torque Protocol. Instead, the Protocol is run by smart contracts deployed on the Arbitrum blockchain. Upgrades & modifications to the Protocol are community-managed by holders of TORQ. No developer, entity, or person involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or interaction with other users of Torque Protocol—including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, digital assets, or anything else of value.

5. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity involving your access & use of the Interfaces:

• IP Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other intellectual property rights.

• Cyber Attack: Activity that seeks to interfere with the proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses & denial of service attacks.

• Fraud & Misrepresentation: Activity that seeks to defraud us including providing any false, inaccurate, or misleading information to obtain the property of another unlawfully.

• Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing & wash trading.

• Illegal Source of Funds: Activity that involves the transmission of digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including (but not limited to) terrorism, tax evasion, & money laundering.

• Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions & regulatory requirements imposed by U.S. law.

‍

6. No Professional Advice

Data displayed on the Interfaces is for informational purposes only & should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interfaces. Before you make any financial, legal, or other decisions involving the Interfaces, you should seek independent professional advice from an individual who is licensed & qualified in the area for which such advice would be appropriate.

7. No Warranties

THE INTERFACES ARE PROVIDED ON AN “AS IS” & “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS & WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY & FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE & EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.

You agree that your use of the Interfaces is at your own risk. We do not represent or warrant that access to the Interfaces will be uninterrupted, timely, or secure; that the information contained in the Interfaces will be accurate, reliable, complete, or current; or that the Interfaces will be free from errors, defects, exploits, or other harmful elements. No advice, information, or statement that we may make should be treated as creating any warranty concerning the Interfaces. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interfaces.

8. No Fiduciary Duties

This Agreement does not create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge & agree that we owe no fiduciary duties or liabilities to you or any other party & that to the extent any such duties or liabilities may exist at law or in equity, those duties & liabilities are hereby irrevocably disclaimed, waived, & eliminated. You further agree that the only duties & obligations we owe you are those set out here expressly.

9. Compliance Obligations

The Interfaces are operated from facilities within the United States. The Interfaces may not be available or appropriate for use in other jurisdictions. By accessing or using the Interfaces, you agree that you are solely & entirely responsible for compliance with all laws & regulations that may apply to you. You may not use the Interfaces if you are a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States or if your use of the Interfaces would be illegal or otherwise violate any applicable law.

10. Assumption of Risk

You expressly agree that you assume all risks in connection with your access & use of the Interfaces & your interaction with the Protocol, including (but not limited to):

• Inherent Risks of Cryptographic Systems: By accessing & using the Interfaces, you represent that you understand the inherent risks associated with using cryptographic & blockchain-based systems & that you have a working knowledge of the usage & intricacies of digital assets such as Wrapped Bitcoin (WBTC), Ether (ETH), & other digital tokens such as those following the ERC-20 Standard.

• Digital Asset & Transaction Fee Volatility: You understand that Arbitrum, other blockchain technologies, associated digital assets, & the markets for those digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, regulation, & security. You also acknowledge that the cost of transacting on such technologies—commonly called “gas”—is variable & may increase, causing an impact on the cost of activities taking place on the blockchain. You acknowledge these risks & represent that we cannot be held liable for such fluctuations or increased costs.

• Loss of Digital Assets Due to Liquidations: You acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol. If you borrow digital assets from the Protocol, you will have to supply digital assets of your own as collateral. If your collateral declines in value such that it is no longer sufficient to secure the amount you borrowed, others may interact with the Protocol to seize some or all of your collateral in a liquidation event. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, & cannot be held liable for any resulting losses you experience while accessing or using the Protocol. Accordingly, you understand & agree to assume full responsibility for all of the risks of accessing or using the Interfaces & interacting with the Protocol.

• Loss of Private Key(s): You alone are responsible for securing your private key. We do not have access to your private key. Losing control of your private key will permanently & irreversibly deny you access to funds on the blockchain. Neither we nor any other person will be able to retrieve or protect your funds. Once your private key is lost, you will not be able to transfer your Digital Assets to any other address or wallet. If this occurs, you will not be able to realize any value or utility that you may hold now or in the future.

• Application Security: You acknowledge that the Protocol & Interfaces may be subject to flaws & acknowledge that you're solely responsible for evaluating the underlying code of the Protocol & Interfaces via the repositories at github.com/torquefi.

• Risk of Weaknesses or Exploits in the Field of Cryptography: You acknowledge & understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to digital assets, which could result in the theft or loss of your digital assets or property.

By using or accessing the Interfaces, you acknowledge these inherent risks.

• Financial Risks: Digital assets are highly experimental, risky, & volatile. Transactions conducted through the Protocol are irreversible & final, & there are no refunds. You acknowledge & agree that you will access & use the Interfaces at your own risk. The risk of loss in utilizing digital assets can be absolute. You should, therefore, carefully consider whether use of the Interfaces to mint or purchase any digital assets is suitable for you in light of your circumstances & financial resources. By using the Interfaces, you represent you have been, are, & will be responsible for making your own independent appraisal & investigations into the risks of a given transaction & the underlying digital assets.

• Variable Interest Rate Risk: You understand that borrower interest rates are algorithmically adjusted in near-real-time. Under extreme market conditions, fees may accumulate significantly faster than in normal conditions. You acknowledge if you do not manage your collateral assets, you increase the risk of a sudden liquidation of your vault.

• Risk of USDC’s Value Diverging from USD: You understand that TUSD is pegged to USD via USDC. If the price of USDC diverges from that of USD, the price of TUSD can also diverge from that of USD. The Protocol's oracles system relies on both USDC & USD-denominated prices. Therefore, if USDC’s price diverges from USD, the oracle system's safeguard will activate & prevent users from using certain Protocol functionalities. You acknowledge & understand this risk & that we are not responsible for any USDC depeg & cannot be held liable for any resulting losses or lack of access to the Protocol.

• Applicable Law & Tax: You are responsible for complying with applicable law. You agree that we are not responsible for determining which laws may apply to your use of the Interfaces & Protocol, including tax laws. You are solely responsible for reporting & paying any taxes arising from your use of the Interfaces & Protocol.

• General Risk of Regulatory Actions: You acknowledge that the Interfaces, the Protocol, TUSD, TORQ, & digital assets generally could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit your ability to access or use the Interface or the Protocol, including your Digital Assets or other funds.

You acknowledge that we're not responsible for any of these variables or risks, do not own or control the Protocol, & cannot be held liable for any resulting losses you experience while accessing or using the Interface. The warnings provided in this Agreement in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Protocol.

ACCORDINGLY, YOU UNDERSTAND & AGREE TO ASSUME RESPONSIBILITY FOR ALL RISKS OF ACCESSING & USING THE INTERFACES & INTERACTING WITH THE PROTOCOL.

11. Third-Party Promotions

The Interfaces may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access & use of the Interfaces. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, & you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any & all liability arising from your use of any such resources or participation in any such promotions.

12. Release of Claims

You waive & release us from any & all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interfaces & your interaction with the Protocol.

If you’re a California resident, you waive benefits of California Civil Code §1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release & that, if known, would have materially affected his or her settlement with the debtor or released party".

13. Indemnity

You agree to hold harmless, release, defend, & indemnify us & our officers, directors, employees, contractors, agents, affiliates, & subsidiaries from & against all claims, damages, obligations, losses, liabilities, costs, & expenses arising from or relating to: (a) your access & use of the Interfaces; (b) your violation of any condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; & (c) any other party’s access & use of the Interfaces with your assistance or using any device or account that you own or control.

14. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US IN EXCHANGE FOR ACCESS TO & USE OF THE INTERFACES, OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, & EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR SUCH LIABILITY WAS REASONABLY FORESEEABLE.

We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; & (g) the defamatory, offensive, or illegal conduct of any third party. Nor will we be responsible or liable for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it.

Some jurisdictions don't allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities & damages. Accordingly, some disclaimers & limitations set forth may not apply to you. This limitation of liability applies to the fullest extent permitted.

15. Dispute Resolution

If a potential dispute arises, you must contact us by sending an email to hello at torque.fi so we can resolve it without resorting to formal a dispute. If we aren’t able to reach a resolution within one hundred & eighty (180) days, then you & we agree to resolve the dispute according to the process set forth below.

Any controversy arising out of or relating to the Interfaces, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules & Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 & 16.2 of those Rules. You understand that you are required to resolve all Disputes by binding arbitration.

The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration situs will be Santa Ana, California. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award may be entered in any court of competent Jurisdiction.

16. Class Action & Jury Trial Waiver

You must bring any & all Disputes against us in your individual capacity & not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or any other representative proceeding. This provision applies to class arbitration. In addition, you & we both agree to waive the right to demand a trial by jury.

17. Governing Law

You agree the laws of the State of California, without regard to principles of conflict of laws, govern this Agreement & any Dispute between you & us. You further agree that the Interface shall be deemed to be based solely in the State of California, & that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of California. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the state and federal courts located in Santa Ana, within the Central District of California, will serve as the forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.

18. Entire Agreement

This Terms of Use Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any contemporaneous written & oral agreements or other understandings relating to the Terms subject matter.

19. Waiver & Severability

The failure of any entity to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, & the other provisions of the Agreement remain in full effect.

20. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Interfaces must be filed within three (3) months.

Contact: hello at torque.fi