Terms of Service

These Terms of Service (the "Agreement") explain the terms and conditions by which you may access and use the products and services provided by Torque ("Torque", "we", "our", or "us"). The Products include, but shall not necessarily be limited to: (a) our web-based and mobile application interfaces for trading, transferring, lending, borrowing, and staking crypto assets ("Torque Interface" or the "Interface"); (b) our cross-chain aggregation and routing services; (c) our payment and invoicing services; and (d) any other products or services we may offer from time to time.

You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Products and should not use the Products.

1. Eligibility and Representations

To access or use any of the Products, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (for example, 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Products. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Products will fully comply with all applicable laws and regulations, and that you will not access or use any of our Products to conduct, promote, or otherwise facilitate any illegal activity.

NOTICE: THIS AGREEMENT CONTAINS IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED. OUR PRODUCTS ARE ONLY AVAILABLE TO YOU—AND YOU SHOULD ONLY USE OUR PRODUCTS—IF YOU AGREE COMPLETELY WITH ALL OF THESE TERMS.

2. Our Products

2.1 Torque Interface

Torque provides a web or mobile-based interface that enables you to access decentralized protocols on various public blockchains, including but not limited to Ethereum, Bitcoin, and Layer 2 networks. Our Interface facilitates trading, transferring, lending, borrowing, and staking of compatible crypto assets across multiple blockchain networks.

The Torque Interface aggregates liquidity and routes transactions across multiple decentralized exchanges, protocols, and blockchain networks to provide you with optimal execution. We do not control or operate the underlying blockchain protocols or smart contracts. By using Torque, you understand that you are not buying or selling crypto assets from us and that we do not operate any liquidity pools or control trade execution on the underlying protocols.

To access Torque, you must connect a digital wallet that allows you to interact with public blockchains. Your relationship with that wallet provider is governed by their applicable terms. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. Furthermore, Torque does not provide its own wallet product and, as such, never has custody or control over Torque users' assets. By connecting your wallet to Torque, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

2.2 Trading Services

Our trading services enable you to swap crypto assets across multiple blockchain networks with MEV protection and best-price execution. We aggregate liquidity from various decentralized exchanges and protocols to find the optimal route for your transactions. All trades are executed directly on the blockchain through smart contracts, and we do not act as a counterparty to your trades.

2.3 Transfer and Payment Services

Torque provides global payment and invoicing services that enable you to send and receive crypto assets across blockchain networks. These services facilitate cross-chain transfers and may utilize bridges or other cross-chain infrastructure. You acknowledge that cross-chain bridges and wrapped assets carry additional risks, and we do not control or operate any cross-chain bridges.

2.4 Lending and Borrowing Services

Torque may provide access to lending and borrowing services through integration with third-party protocols. When you lend assets, you may earn interest, and when you borrow, you must supply collateral. Interest rates, collateral requirements, and liquidation parameters are determined by the underlying protocols, not by Torque. You understand that your collateral may be liquidated if it declines in value below required thresholds.

2.5 Staking Services

Torque may provide access to staking services that allow you to stake certain crypto assets and earn rewards. Staking terms, rewards, and risks are determined by the underlying protocols and networks. You understand that staking may involve lock-up periods, slashing risks, and other protocol-specific risks.

3. Modifications

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement on this website. All modifications will be effective when they are posted, and your continued access or use of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using any and all of our Products.

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate, or add to any of the Products; (b) to review, modify, filter, disable, delete, and remove any and all content and information from any of the Products.

4. Intellectual Property Rights

We own the intellectual property and other rights in each of our Products and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement.

5. Your Responsibilities

5.1 Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity:

• Intellectual Property Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system.
• Fraud and Misrepresentation: Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information.
• Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets.
• Securities and Derivatives Violations: Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
• Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction.

5.2 Gas Fees

Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). You will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products.

5.3 Non-Custodial and No Fiduciary Duties

Each of the Products is a purely non-custodial application, meaning we never have custody, possession, or control of your crypto assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the crypto asset wallets you hold.

You should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for or liability to you in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party.

5.4 Legal Compliance and Tax Obligations

One or more of the Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Your use of our Products may result in various tax consequences. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

6. Disclaimers

6.1 Assumption of Risk

BY ACCESSING AND USING ANY OF OUR PRODUCTS, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND THAT YOU HAVE A WORKING KNOWLEDGE OF CRYPTO ASSETS.

IN PARTICULAR, YOU UNDERSTAND THAT THE MARKETS FOR THESE CRYPTO ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO RISK FACTORS INCLUDING, BUT NOT LIMITED TO, ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS.

YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME.

IN SUMMARY, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT CONTROL ANY UNDERLYING PROTOCOLS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING ANY OF OUR PRODUCTS.

6.2 No Warranties

EACH OF OUR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY OF OUR PRODUCTS IS AT YOUR OWN RISK.

6.3 No Investment Advice

WE MAY PROVIDE INFORMATION ABOUT CRYPTO ASSETS IN THE TORQUE INTERFACE. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE CRYPTO ASSETS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED BY THE TORQUE INTERFACE OR ANY OF OUR OTHER PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR CRYPTO ASSET IS A SAFE OR SOUND INVESTMENT.

7. 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 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 OR INABILITY TO ACCESS OR USE ANY OF THE PRODUCTS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. REGARDLESS, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

8. Governing Law and Dispute Resolution

YOU AGREE THAT THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, GOVERN THIS AGREEMENT AND ANY DISAGREEMENT, CLAIM, CONTROVERSY, OR CONFLICT THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT.

ANY UNRESOLVED DISPUTE SHALL BE FINALLY AND EXCLUSIVELY SETTLED BY ARBITRATION. YOU UNDERSTAND THAT YOU ARE REQUIRED TO RESOLVE ALL DISPUTES BY BINDING ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

YOU MUST BRING ANY AND ALL DISPUTES AGAINST US IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN OR MEMBER OF ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AND WE BOTH AGREE TO WAIVE THE RIGHT TO DEMAND A TRIAL BY JURY.

9. Other Legal Terms

9.1 Not Registered with the SEC, CFTC, or Any Other Agency

WE ARE NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE U.S. COMMODITY FUTURES TRADING COMMISSION IN ANY CAPACITY. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOT BROKER TRADING ORDERS ON YOUR BEHALF. WE ALSO DO NOT EXECUTE OR SETTLE YOUR TRADES ON YOUR BEHALF. INSTEAD, YOUR TRADES ARE SELF-DIRECTED AND OCCUR ENTIRELY ON PUBLIC DISTRIBUTED BLOCKCHAINS.

9.2 Not a Bank or FDIC-Insured Institution

ALL OF OUR PRODUCTS ARE ENTIRELY NONCUSTODIAL AND NOT FOR SAFEKEEPING. AS SUCH, TORQUE IS NOT A BANK OR ANY OTHER FORM OF REGULATED FINANCIAL INSTITUTION. ANY FUNDS OR ASSETS ENGAGED OR UTILIZED THROUGH OUR PRODUCTS ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER AGENCY.

9.3 Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings (if any) relating to the subject matter of the terms.