Terms and Conditions

Last updated March 15, 2025

AGREEMENT TO TERMS

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Trepa Labs Inc., doing business as Trepa ("Trepa", "we", "us", or "our"), concerning your access to and use of the https://www.trepa.io website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site" and "Trepa" application).

You agree that by accessing the Site and/or the Trepa application, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and/or the Trepa application and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site and/or the Trepa application from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.

We will alert you about any changes by updating the "Last updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.

It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site and/or the Trepa application after the date such revised Terms and Conditions are posted.

The information provided on the Site and/or the Trepa application is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

USER REPRESENTATIONS

By using the Site and/or the Trepa application, you represent and warrant that:

  1. All registration information you submit will be true, accurate, current, and complete;

  2. You will maintain the accuracy of such information and promptly update such registration information as necessary;

  3. You have the legal capacity and you agree to comply with these Terms and Conditions;

  4. You are not a minor in the jurisdiction in which you reside;

  5. You will not access the Site and/or the Trepa application through automated or non-human means, whether through a bot, script, or otherwise;

  6. You will not use the Site and/or the Trepa application for any illegal or unauthorized purpose;

  7. Your use of the Site and/or the Trepa application will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or the Trepa application (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site and/or the Trepa application. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

SOCIAL MEDIA ACCOUNT CONNECTION

As part of our Services, you may link your Trepa account with your social media accounts. By connecting to social media through the Site and/or the Trepa application, you authorize us to access certain information from your social media profile. The information we may access varies based on the social media platform and your privacy settings on that platform.

We will not post to your social media account without your permission. You can disconnect your social media account from your Trepa account at any time through your account settings. Please note that your activity on the Site and/or the Trepa application may still be visible to other users.

USER CONTENT

Content Submissions

The Site and/or the Trepa application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site and/or the Trepa application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").

Contributions may be viewable by other users of the Site and/or the Trepa application and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site and/or the Trepa application, and other users of the Site and/or the Trepa application to use your Contributions in any manner contemplated by the Site and/or the Trepa application and these Terms and Conditions.

  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and/or the Trepa application and these Terms and Conditions.

  4. Your Contributions are not false, inaccurate, or misleading.

  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

  8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

  9. Your Contributions do not violate any applicable law, regulation, or rule.

  10. Your Contributions do not violate the privacy or publicity rights of any third party.

  11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

  12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

  13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.

Any use of the Site and/or the Trepa application in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site and/or the Trepa application.

Content Standards

For specific guidance about what content is prohibited on our platform, we refer to and generally follow community guidelines similar to those established by major social media platforms such as Instagram, Twitter, and TikTok. These typically prohibit:

  • Violence or threats of violence

  • Hateful content targeting race, ethnicity, national origin, religion, sexual orientation, gender, disability, or disease

  • Harassment, bullying, or abusive behavior

  • Content that exploits minors

  • Graphic or gratuitous violence

  • Nudity or sexual content

  • Spam or misleading content

  • Content that promotes illegal activities

  • Violation of intellectual property rights

We reserve the right to monitor all Contributions and to remove any Contributions at any time in our sole discretion for any reason without notice. We assume no liability for any Contributions that you or any other user or third party posts or sends through the Site and/or the Trepa application. You understand that when using the Site and/or the Trepa application, you may be exposed to Contributions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Contributions.

License to Your Content

By posting your Contributions to any part of the Site and/or the Trepa application, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing.

The use and distribution may occur in any media formats and through any media channels. This use and distribution right extends to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

We are not liable for any statements or representations in your Contributions provided by you in any area on the Site and/or the Trepa application. You are solely responsible for your Contributions to the Site and/or the Trepa application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site and/or the Trepa application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice.

PREDICTIONS AND PAYOUTS

Prediction Platform

Trepa is a social prediction platform that allows users to forecast public opinions. You acknowledge that:

  1. Predictions are made at your own discretion and risk.

  2. We make no guarantees about the accuracy or outcome of any prediction.

  3. We are not responsible for any losses that may result from your predictions.

Payouts

Trepa may offer payouts based on prediction accuracy relying on distributed ledger technology. You acknowledge that:

  1. All payouts are automated by blockchain technology smart contracts and Trepa cannot initialize payouts.

  2. The payout algorithm and fees may change at any time.

  3. You are responsible for any taxes or fees related to any payouts you receive.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://www.trepa.io/privacy. By using the Site and/or the Trepa application, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions.

TERM AND TERMINATION

These Terms and Conditions shall remain in full force and effect while you use the Site and/or the Trepa application. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND/OR THE TREPA APPLICATION (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND/OR THE TREPA APPLICATION OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site and/or the Trepa application at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site and/or the Trepa application. We also reserve the right to modify or discontinue all or part of the Site and/or the Trepa application without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site and/or the Trepa application.

We cannot guarantee the Site and/or the Trepa application will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site and/or the Trepa application, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site and/or the Trepa application at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site and/or the Trepa application during any downtime or discontinuance of the Site and/or the Trepa application. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site and/or the Trepa application or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms and Conditions and your use of the Site and/or the Trepa application are governed by and construed in accordance with the laws of Panama applicable to agreements made and to be entirely performed within Panama, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the International Chamber of Commerce ("ICC") and, where appropriate, the ICC's Supplementary Rules for Consumer Related Disputes ("ICC Rules"), both of which are available at the ICC website: www.iccwbo.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by the ICC Rules and, where appropriate, limited by the ICC's Supplementary Rules for Consumer Related Disputes.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except where otherwise required by the applicable ICC rules or applicable law, the arbitration will take place in Panama City, Panama. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the courts located in Panama, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such courts.

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms and Conditions.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute