These terms of service, together with any documents and additional terms they incorporate by reference (the “Agreement” or these “Terms”, as amended, supplemented or modified from time to time) are entered into between Tru Labs Inc. (a company registered in the Panama) or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, “truf.network”, “Company”, “we”, “us” and “our” ) and you or the company or other legal entity that you represent (“you” or “your”).

Please read these Terms carefully as they govern your use of our Company’s Platform as well as our Services (both defined below). These Terms also contain important information about your legal rights and obligations, our disclaimers and limitations of liability for truf.network and third parties, and a submission to arbitration in case of any dispute. If you do not agree to any of these Terms, you must not access or use our Company’s Platform and Services. Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you.

You are solely responsible for determining whether the use of any of the Services under this Agreement is legal in your jurisdiction, and you shall not use the Services (defined below) should such use be illegal in your jurisdiction. If you are uncertain, please seek independent legal advice.

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Your Acceptance of These Terms and Any Modifications Thereto

By accessing and using our websites at https://truf.network/, https://docs.truf.network, https://truflation.com, https://governance.truflation.com and any content contained therein (including but not limited to data, series, indices, research, or other analyses) (collectively, the “Services”), whether it be through the internet, our mobile application(s), application programming interfaces and any associated websites (collectively, the “Company’s Platform”), you acknowledge that you have read, understood and hereby agree to always comply with: (a) all of the terms and conditions contained in this Agreement, as well as (b) the personal data and privacy policy adopted by truf.network from time to time (the “Privacy Policy”) which is available at https://docs.truf.network/privacy-policy/. You further acknowledge when using certain Services on the Company’s Platform, you may be subject to additional terms and conditions applicable to such Services, all of which form an integral part of this Agreement.

We reserve the right to amend or modify this Agreement at our sole discretion at any time and without any notice to you. We therefore encourage you to frequently review the Terms at https://truf.network/terms-of-service/ to ensure you understand the latest terms and conditions that apply to your access and use of the Services.

Any and all amendments or modifications to these Terms will be effective immediately upon being announced on the Company’s Platform. If you do not agree with any of the new Terms, you are free to reject them but that means you will no longer be able to use the Services. If you however choose to continue using the Services under this Agreement after the revised Agreement is posted on the Company’s Platform, you shall be deemed to have accepted such revised Agreement which will be binding on you. If you do not accept the amended Terms, you are not authorise access or use our Company’s Platform and Services

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Your Representations and Warranties

You hereby represent, warrant and agree that you:

  • are of legal age of at least eighteen (18) years old or the age of majority where you reside, whichever is older.
  • have the legal capacity to form a binding contract online, either on behalf of a company or other legal entity or as an individual to use our websites or the Services. Accordingly, you represent that you have the legal authority to bind the company or other legal entity you represent to these Terms (if you are agreeing to these Terms on behalf of a company or other legal entity).
  • have the right, power and authority to enter into and comply with the obligations under these Terms.
  • (or the company or other legal entity you represent) are not a citizen, resident or member of any jurisdiction or group that is subject to economic sanctions or embargoed by the United States or other countries where your use of our websites or the Services would be illegal or otherwise violate any applicable laws. If permits and licenses are required for you to use the Services, you shall be responsible for obtaining such permits and licenses prior to such use.
  • will not violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended.
  • You are responsible for all activities that occur during your use of the Services.

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Licence of Use

Subject to your full compliance with this Agreement, excluding any open source software or third-party software that our websites and Services incorporates, as between you and truf.network, we hereby grants you with a limited, personal, non-exclusive, revocable, non-transferable and non-sub-licensable licence to use our websites and the Services. All rights not expressly granted to you are reserved by truf.network, its respective third-party licensor or owners, if any.

We provide our websites and Services strictly for general informational purposes and you agree to use the content related to the Services solely for personal use. You further agree not to copy, reproduce, edit, transmit, distribute, sell, license, reverse engineer, modify, alter, publish, display or participate in the transfer or sale of, create derivative works from, create any index, enhance, provide access to or in any other way exploit any of the content related to the Services in any manner, including for example any purpose competitive to truf.network or any commercial purpose, in whole or in part. In case the right to use or access to the websites or the Services is given to a corporate entity, it shall ensure that only its authorised directors, members, officers, employees are allowed to use or access the Services in accordance with these Terms. To request permission to use any content from the Company’s Platform other than as expressly permitted under these Terms, please contact info@truflation.com.

Some Services offered by us may require payment and to be paid upfront in accordance with the terms and conditions of separate statements of work to be entered into with us.

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Intellectual Property

The trademarks, trade names, service marks, identifying marks, designs and logos of truf.network and others used on the Company’s Platform (hereinafter the “Trademarks”) are the property of truf.network and its respective third-party licensors or owners. All contents including software code (whether binary, assembly, source, object, HTML or otherwise), applications, text, images, graphics, data, files, prices, trades, charts, graphs, video and audio materials used on the Company’s Platform is the property of truf.network and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified.

The Trademarks and other content on the Company’s Platform should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated, without prior written consent of truf.network. The use of any content from the Company’s Platform on any other site or application or a networked computer environment for any other purpose is strictly prohibited. Any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.

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Changes; Suspension; Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by truf.network, in whole or in part, for any reason whatsoever, including, without limitation, as a result of a security incident.

We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Company’s Platform or the Services.

All of these terms will survive any termination of your access to the websites or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.

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Electronic Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with the Services. We may provide these Communications to you by posting them on the Company’s Platform, emailing them to you at your email addresses provided to us, and/or through other electronic communications such as text messages or mobile push notifications, and you expressly agree that such Communications shall be deemed to have been received by you as if truf.network has delivered them based on the latest contact information on your profile.

You are responsible for keeping your contact details (including your email address and telephone number) up to date on your profile in order to receive any Communications we may send to you.

You hereby agree that all our Communications that we provide to you electronically in accordance with this Clause 6 satisfy any legal requirement that such communications be in writing.

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Any Failure to Exercise Rights

Any delay or failure by us to exercise our rights and/or remedies under this Agreement does not represent a waiver of any of our rights. We shall be considered to have waived our rights only if we specifically notify you of such a waiver in writing.

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Privacy

We will not sell or otherwise distribute your information to organizations outside of truf.network and any of its affiliates or its or their respective directors, members, officers, employees, agents, representatives, suppliers, service providers, partners or licensors (“truf.network Parties”) without your written permission.

Any other communication or material you transmit to the Company’s Platform, including questions, comments, feedback and/or suggestions, will only be used by truf.network to respond to you directly.

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General Disclaimer

  • Our websites, dashboard and the Services are provided “as is” and truf.network hereby disclaims all warranties, expressed or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
  • truf.network also does not warrant or make any representations concerning the accuracy, completeness, currency, availability, quality, usefulness, or reliability of any Services, the Company’s Platform, or any use thereof. You are solely responsible for your use of the Services, including any decisions or other actions taken (or not taken) in connection therewith. Past performance is not indicative of future performance. You further hereby acknowledge:
    • The Services are intended to serve as an analytical tool that users might consult in connection with estimating official inflation trends and changes in real exchange rates for select economies. Our series are an estimation based only on certain data points that may change from time to time, are not exhaustive, and are not guaranteed to be accurate or appropriate for your use.
    • Our analyses are based on observations of historic data that may not be indicative of future performance or trends.
    • We do not revise previously published estimates, even if an error is discovered or a change in methodology is applied.
  • You acknowledge that your data on the Company’s Platform or through the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under applicable law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

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Limitation of Liability

In no event shall truf.network be liable for any incidental, consequential or other damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of or related to the websites, dashboard, the Services, or the use or inability to use the Company’s Platform or any Services, even if advised of the possibility of such damages.

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Indemnification

You agree to indemnify, defend, and hold the truf.network Parties harmless from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to your violation of these Terms or applicable laws, your infringement or misappropriation of rights of any other person or entity, or any activity related to your access to the Company’s Platform or the Services or anyone using your account information, as applicable.

If you are obligated to indemnify any truf.network Parties, we (or the applicable truf.network Parties) will have the right, in their sole discretion, to control any action or proceeding and to determine whether truf.network wishes to settle, and if so, on what terms.

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Third-Party Websites and Services

The Company’s Platform may provide links for accessing certain websites operated by third parties that provide third-party services. These linked sites are solely for your convenience and not based on any affiliation with these third parties.

Even if such third party is affiliated with truf.network, we have no control over these linked sites, all of which have separate, independent terms and privacy practices. truf.network disclaims all warranties related to such linked sites or any third-party services offered in connection therewith. You acknowledge sole responsibility for and assume all risk arising from your use of any linked sites and/or third-party services.

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Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR without regard to its conflict of law provisions and without regard to the actual province or county of incorporation or residence of either party.

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Dispute Resolution

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

Arbitration hereunder may proceed notwithstanding that any party fails to participate in accordance with the HKIAC administered arbitration rules, provided that proper notice of such arbitration has been given to such party, and the final award of the arbitral tribunal shall be biding on such party notwithstanding its failure to participate. The arbitral award is final and binding upon both parties.

You also agree and understand that entering into this Agreement constitutes a waiver of your right to a trial by jury or participation in a class action lawsuit or a jury trial.

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Relationship

You agree that no joint venture, agency, partnership, or employment relationship exists between you and truf.network and/or its affiliates as a result of these Terms or use of the Services.

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Assignment

truf.network may assign or transfer to any third party (including, without limitation, to any other legal entity that is an affiliate of truf.network) any of truf.network’s rights and obligations under the Agreement without your consent or the need to provide you with any prior notice of such assignment or transfer and you irrevocably consent to any such assignment or transfer by truf.network.

You may not however transfer any rights or obligations you may have under this Agreement unless truf.network has provided written consent to the assignment.

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Enforceability

If any term of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement.

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Entire Agreement

This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and truf.network as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and truf.network.

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at info@truflation.com.

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