Terms of Service

You agree to use the Services in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. You may not use the Services if you are under 13 years of age. Users between 13 and 18 require the consent of a parent or legal guardian. You may not access the Services from an embargoed jurisdiction or where your use would violate applicable law, and you represent that you are not located in, and are not a resident of, any prohibited jurisdiction. The Services are not available to any User previously removed from the Services by Tradepost. Tradepost may, in its sole discretion, refuse to offer you an Account or access to the Services for any reason. Tradepost may also require you to provide additional information or documentation and to complete identity, business, or other verification at any time as a condition of opening, maintaining, or continuing to access your Account. Tradepost reserves the right to modify the eligibility requirements for the Services, or for any feature of the Services, at any time.

You must provide true, accurate, and current registration information and keep it up to date. If you do not, Tradepost may suspend or terminate your Account. The information required depends on your Account type and activities: (i) for a User Account held by an individual, you must provide your full legal name, email address, date of birth, and, where required for verification or tax purposes, a government-issued identification and proof of address; (ii) for a Partner Account held by a business entity, you must provide your legal business name and any assumed names, entity type, employer identification number (EIN) or tax identification number, business address and contact information, jurisdiction of formation, beneficial-ownership information, and financial references; (iii) for a Partner Account held by an individual operating as a business, you must provide your full legal name, tax identification number, date of birth, government-issued identification, and proof of address; and (iv) for all Partner Accounts, you must also provide bank account and payout details, payment methods, authorized representatives, resale channels, and the categories of Real-World Assets you intend to transact. Tradepost may request additional information at any time to comply with applicable law, to complete verification, or to assess your continued eligibility. Any information you provide will be collected and used in accordance with the Privacy Policy.

A User's access to particular markets, features, and order types is determined by the User's verification status and Account permissions as authorized by Tradepost. Tradepost offers two Account types: (i) a default, standard account ('User Account"), and (ii) a specialized business account for Partners ("Partner Account") (User Account and Partner Account collectively, "Account(s)").

To open or convert to a Partner Account, you must apply and complete Tradepost's verification and onboarding. Tradepost may approve or decline any Partner application in its sole discretion.

Tradepost may require an Account to be, or may reclassify an existing Account as, a Partner Account where its activity indicates business or professional use, including where it resells at scale, transacts at volume, operates under a business name, or requests access to Tradepost's application programming interfaces. Tradepost will provide notice before a reclassification takes effect.

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services for your personal, noncommercial use, or, in the case of a Partner, for your business use as permitted by these Terms.

Tradepost operates a technology platform and the Marketplace, which facilitates transactions in Real-World Assets between Users that are acting as sellers ("Sellers") and Users that are acting as buyers ("Buyers"). Except as expressly stated in Supplemental Terms and only with respect to those Service features, Tradepost is not a party to any sale, does not take title to any Real-World Asset, and does not take possession of any Real-World Asset.

Live Trading is the buying and selling of Units in Markets, each backed by a Vaulted Asset held in custody by the Vaulting Partner, and a Live Trading transaction settles immediately on execution without delivery. Markets, Units, Instant Settlement, Allocations, and the conduct and operation of the Live Trading markets are governed by the Live Trading Addendum. The custody, title, authentication, insurance, storage, and Withdrawal of Vaulted Assets and Units are governed by the Vaulting Addendum. Where a Real-World Asset is in the custody of Tradepost or a Vaulting Partner, the Live Trading Addendum and the Vaulting Addendum control over Section 5 to the extent of any conflict.

In order to access and use certain features of the Service, including to buy, sell, and settle transactions on the Platform, you must connect to the Service a software-based digital wallet provided by a third-party digital wallet provider approved by Tradepost (a "Wallet Provider") that allows you to hold, send, and receive USDC and to settle transactions on the Platform (your "Wallet"). You hold the private key to your Wallet and may export it at any time. Tradepost does not hold, store, or have access to your private key. ANY TRANSACTIONS INITIATED THROUGH THE SERVICE ARE EFFECTED BY THE WALLET PROVIDER AND THIRD-PARTY PAYMENT PROCESSORS. BY USING THE SERVICE, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY OF THE APPLICABLE WALLET PROVIDER AND PAYMENT PROCESSOR. By using the Wallet, you agree to the Wallet Provider's Third-Party Service Provider Terms (as defined below), and you acknowledge that your use of the Wallet is subject to those terms in addition to these Terms. You acknowledge and agree that certain information, including the public address of your Wallet and the transactions you conduct through it, may be publicly available and viewable on the applicable blockchain. Tradepost does not own, operate, or control any blockchain. All transactions related to or initiated through the Service are effected and recorded through your interactions with the applicable blockchain and the Wallet Provider, which are not under the control of or affiliated with Tradepost.

In order to facilitate your use of the Services, the Service integrates with and may provide you access to certain third party service providers, including the Vaulting Partner, the Wallet Provider, Fulfillment Partners, and third-party payment processors (each, a "Third-Party Service Provider"). The terms of use, terms of service, privacy policies, and any other agreements between a User and any Third-Party Service Provider governing that User's use of such Third-Party Service Provider's services are collectively referred to herein as the "Third-Party Service Provider Terms." Third-Party Service Providers are independent third parties and not Tradepost. Tradepost does not provide, control, or endorse any Third-Party Service Provider's services, and is not a party to any agreement between you and any Third-Party Service Provider. You are responsible for reviewing and complying with the applicable Third-Party Service Provider Terms before using any Third-Party Service Provider's services, and your use of those services is at your own risk. Tradepost makes no representation or warranty regarding the availability, accuracy, security, legality, or quality of any Third-Party Service Provider's services, or regarding the legal treatment, priority, or protection of any assets or funds held by any Third-Party Service Provider, including in the event of insolvency, liquidation, or similar proceedings involving such provider. To the maximum extent permitted by law, Tradepost disclaims all liability for any acts, omissions, errors, delays, losses, or damages arising from or related to your use of any Third-Party Service Provider's services.

In connection with your use of the Service, Tradepost does not guarantee that any order will execute, that any Real-World Asset will be available at a particular price, or that any transaction will complete.

Tradepost may modify, suspend, or discontinue the Platform or any feature, temporarily or permanently, at any time, without liability to you or any third party. Your continued use of the Services following any modifications will confirm your acceptance of the modficiations.

As part of our Services, we may choose to provide certain Partners, as determined by Tradepost in its sole discretion, with access to Tradepost's application programming interfaces ("APIs") through the Tradepost Partner Exchange ("TPX") to submit and manage orders, receive webhook notifications, access data, manage transactions, and retrieve reports in connection with the Platform. All access to and use of the APIs and the TPX are subject to the API documentation, specifications, usage policies, rate limits, and other technical materials that Tradepost may provide or publish from time to time (collectively, the "API Materials"). The API Materials are Supplemental Terms and are incorporated into these Terms. You must maintain an HTTPS webhook endpoint meeting Tradepost's response-time and format requirements as specified in the API Materials, keep your API keys and tokens secure and confidential, not share them with any third party, notify Tradepost immediately if they are compromised, and rotate them when required by Tradepost. Tradepost may release new API versions, deprecate existing versions, or make other changes to the APIs. Tradepost will provide notice of breaking changes and you must migrate within the notice period; non-breaking changes may take effect without notice. For the avoidance of doubt, Tradepost owns all right, title, and interest, including all copyright, in and to the API Materials.

You acknowledge that Tradepost may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Tradepost's or its Third-Party Service Providers' servers on your behalf. You agree that Tradepost has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Tradepost reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that Tradepost reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

You acknowledge and agree that you understand and are responsible for complying with all applicable federal, state, and local recordkeeping requirements, including those of the Internal Revenue Service, relating to your transactions and activities on the Services. As between you and Tradepost, Tradepost has no responsibility for your compliance with tax or recordkeeping obligations.

You agree to act honestly and in good faith in all of your activities on the Services. Without limiting the foregoing: (i) you will place only genuine orders that you intend to honor, and you will honor all accepted orders and matched trades promptly and in full; (ii) you will not engage in any activity intended to manipulate or distort the market, the Order Book, or any pricing mechanism on the Services, including wash trading, spoofing, layering, front-running, or placing orders with no intent to execute; (iii) you will not engage in any pattern of order placement and cancellation, or any other conduct, designed to create a misleading impression of market activity, supply, demand, or pricing; (iv) you will not use non-public, confidential, or insider information obtained through your use of the Services to gain an unfair advantage over other Users; (v) you will not collude with other Users or third parties to manipulate transactions, pricing, or market outcomes; (vi) you will not solicit or divert transactions off the Services for the purpose of avoiding fees, circumventing these Terms, or undermining the integrity of the Marketplace; and (vii) you will comply with all applicable laws, rules, and regulations in connection with your use of the Services. Tradepost may, in its sole discretion, investigate any activity that it believes may violate these conduct requirements, and may take any action it deems appropriate, including canceling orders or transactions, suspending or terminating your Account, and reporting activity to law enforcement.

Purchases and payouts are processed through the Wallet by one or more third-party payment processors. By authorizing a transaction, you authorize Tradepost and the applicable Third-Party Service Provider to charge your payment method and to credit and debit your Wallet as necessary to complete the transaction, collect fees and taxes, and process reversals and offsets. Without limiting the foregoing, you grant Tradepost or its designated payment processor an authorization to settle matched order-book fills and sales through the Marketplace.

Fees applicable to your use of the Services fall into two categories. (i) Fees embedded in an all-in price. Where a fee is embedded in the all-in price shown to a Buyer or the all-in net proceeds shown to a Seller before the transaction completes, including the Marketplace fee and the Live Trading fee, that fee is not separately stated, may vary by transaction, and may be changed by Tradepost at any time and without prior notice; your agreement to the all-in price or all-in net proceeds for a given transaction constitutes your agreement to the fee reflected in it. (ii) Fees charged separately. Fees that are charged to you separately from a specific Marketplace or Live Trading transaction, including Vault Fees and fees under the Tradepost Processing Addendum, are set out in the applicable fee schedule, are disclosed to you before you incur them, and may be modified by Tradepost only upon notice as provided in these Terms.

You must raise any billing dispute within sixty (60) days of the charge. If a payment is reversed, charged back, or fails after a transaction, you remain liable for the amount plus related costs, and Tradepost may reverse the transaction and debit or offset your Wallet.

You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account, whether or not you authorized it. You shall not permit or allow any other person to access or use your credentials or your Account. You are responsible for protecting the information on your devices, including by maintaining current software, enabling security features, and preventing third-party physical or electronic access to your devices or Account. You must promptly notify Tradepost of any unauthorized access or security breach. Tradepost is not liable for any loss arising from your failure to comply with this Section, except to the extent required by applicable law.

Tradepost has no obligation to provide support but may make support available at support@tradepost.co, subject to its published policies.

All right, title, and interest in and to the Services, API Materials, Analytic Data, and Deidentified Data including all intellectual property rights are owned by us or our licensors and are protected under both United States and foreign laws, and all rights are reserved except as expressly granted herein.

The Tradepost name and logo are trademarks of Tradepost. Nothing in these Terms grants any right to use them without Tradepost's prior written consent.

Tradepost may provide you with access to certain platform data, including listings, pricing and analytics, transaction history, and operational data relating to your activity on the Services ("Platform Data"). Platform Data is provided "as is" and "as available." Tradepost makes no representation or warranty regarding the accuracy, completeness, timeliness, or availability of any Platform Data, and Tradepost may modify, suspend, or discontinue access to Platform Data at any time without notice or liability. You may use Platform Data only to evaluate and place orders, manage your inventory and operations, analyze trends, develop your own internal pricing and bidding models on the Platform, and meet your obligations under these Terms. You may not share, sell, or disclose Platform Data to competitors or third parties; use it to build or operate a competing marketplace; scrape or access it outside approved APIs; reverse-engineer Tradepost's algorithms, logic, or pricing; or contact or solicit counterparties to transact off the Services. Any contact information disclosed to you for fulfillment purposes, including names, addresses, emails, and phone numbers ("Counterparty Information"), is confidential, must be used only to complete the specific transaction for which it was provided, must not be used for marketing or solicitation, and must be securely deleted within thirty (30) days of completion of the applicable transaction unless retention is required by law.

You represent and warrant that you own all right, title, and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You grant Tradepost and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, and display your User Content to operate, promote, develop, and improve the Services, to generate or develop deidentified data from your User Content and any derivatives that do not directly or indirectly identify you or any individual ("Deidentified Data"), and as otherwise set forth in the Privacy Policy. You acknowledge and agree that Tradepost may monitor, collect, use, and store anonymous and aggregate statistics regarding your use of the Services (collectively, "Analytic Data"). Tradepost owns all right, title, and interest in and to all Deidentified Data and Analytic Data. In order for Tradepost to provide the Services, you agree that Tradepost may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law. You irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services ("Feedback") provided by you to Tradepost are non-confidential, and Tradepost will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Tradepost, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Tradepost are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Arbitration Agreement by sending an email to support@tradepost.co. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the terms provided under Section 15 (General).

YOU AND TRADEPOST AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRADEPOST AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Tradepost is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing customer support at support@tradepost.co. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Tradepost should be sent to support@tradepost.co ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Tradepost and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Tradepost may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tradepost or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tradepost is entitled.

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Tradepost and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tradepost agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Tradepost or you under the AAA Rules, Tradepost and you will split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Tradepost will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tradepost will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Notwithstanding any provision in these Terms to the contrary, Tradepost agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, Tradepost will provide you with reasonable notice of such change, and you may reject any such change by sending Tradepost written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

You may terminate your Account at any time by contacting Tradepost at support@tradepost.co. During any notice or wind-down period, you must complete all pending transactions, settle all outstanding obligations, and withdraw any remaining funds from your Wallet, subject to applicable hold periods. Termination does not relieve you of any obligation incurred before the effective date of termination.

Tradepost may, in its sole discretion, suspend or terminate your Account or your access to the Services at any time, with or without cause or prior notice, for any reason, including suspected violations of these Terms, fraud, security concerns, inactivity, illegal activity, or any conduct that Tradepost determines may create liability for Tradepost or harm other Users or the integrity of the Services. During a suspension, you may not access the Services or initiate new transactions, and pending transactions may be paused or canceled at Tradepost's discretion. Tradepost may refer suspected illegal activity to law enforcement.

Upon termination by either party: (i) your right to access and use the Services ceases immediately; (ii) all API credentials and access keys are revoked; (iii) pending transactions will be completed, canceled, or reversed at Tradepost's discretion; and [(iv) Tradepost may hold funds in your Wallet for up to ninety (90) days following termination to cover chargebacks, refunds, disputes, or other amounts you may owe ("Post-Termination Hold Period"), after which any remaining balance will be disbursed to you, less any amounts owed to Tradepost. Termination does not affect any rights, obligations, or liabilities accrued before the effective date of termination.]

Any provision of these Terms that by its nature should survive termination will survive, including the provisions on intellectual property, indemnification, disclaimers, limitation of liability, arbitration, confidentiality, and general terms.

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Tradepost is headquartered in the United States. You are responsible for compliance with the laws of your jurisdiction, and your use of the Services is subject to United States export-control laws.

If you opt in to mobile messaging, you consent to receive recurring text messages from Tradepost. Message and data rates may apply. You may cancel at any time by replying STOP, and may reply HELP for assistance.