1. Agreement and scope
These Terms of Use (Terms) are an agreement between TSV LLC, a Puerto Rico limited liability company (TSV, we, us), and the person or legal entity accepting them (you). The Services comprise our permissioned automated market maker venue (Venue), designated interfaces, APIs and related trading services.
You accept these Terms by an affirmative electronic acceptance or signed agreement referring to this version. If you accept for an entity, you represent that you have authority to bind it; “you” means that entity. Access to trading also requires our approval and completion of applicable onboarding. Merely viewing public information does not enroll you as a trading participant. You may trade once or repeatedly; these Terms create no minimum volume or continuing trading commitment.
3. Eligibility and onboarding
You must have legal capacity to contract and be permitted to use the Services under the laws applicable to you. An individual must be at least 18 and of legal contracting age in their jurisdiction. You must complete required identity, beneficial ownership, sanctions and other eligibility checks and use only approved ledger parties and wallets. Admission may be limited by jurisdiction, asset or participant type. Approval for one service or asset is not approval for all.
You will provide accurate, complete information, maintain it promptly and respond reasonably to requests needed to establish continued eligibility or comply with law. You represent that your use does not violate applicable sanctions or restrictions. You may act for another person only in a disclosed capacity approved through the relevant onboarding process, with the necessary authority and any required licenses. You must not lend your eligibility or access to an unapproved person.
TSV may rely on checks performed by the TA or other permitted service providers, while retaining its own operator responsibilities. Onboarding and an allowlist entry do not constitute investment advice, a recommendation or a guarantee of compliance with obligations independently applicable to you.
4. TSV responsibilities and service boundaries
TSV operates the venue and determines its supported pools and operational parameters as described in the Public Notice. We will make trading available only to the extent permitted by applicable law and the conditions of any exemption on which we rely. We will use reasonable care in performing our obligations, maintaining the Services and administering the controls within our responsibility.
Trades execute against liquidity contributed to the relevant AMM pool by approved liquidity providers under the pool rules. For trades governed by these Terms, TSV acts as the Venue operator, does not trade as principal, and is not the buyer, seller or counterparty to your trade. TSV does not supply proprietary liquidity under these Terms. This allocation does not limit TSV's own contractual or legal responsibilities as operator.
TSV relies on the temporary conditional relief under SEC Release No. 34-106402 (TSV Exemption). Trading will be available only while the applicable conditions are satisfied or additional necessary relief has been obtained. The following disclaimer is reproduced from item (a) of the Public Notice, version 1.3; references to “this Notice” mean that Public Notice.
TSV LLC is not registered with the Securities and Exchange Commission in any capacity for the activities performed pursuant to the TSV Exemption. The Commission has not passed upon the merits or accuracy of the disclosures contained in this Notice.
The Venue is not subject to the fair-access requirements applicable to registered national securities exchanges or alternative trading systems subject to Rule 301(b)(5) of Regulation ATS. Unfair or unreasonably discriminatory denials or limitations of access of TSV Participants by the Venue are not subject to Commission review.
The Venue is not subject to Regulation NMS.
TSV's reliance on the TSV Exemption is subject to Commission oversight; operating inconsistently with its conditions may result in enforcement action. Neither the exemption nor these disclosures constitute SEC approval or endorsement of TSV, an asset or a transaction.
TSV does not provide individualized investment, legal or tax advice under these Terms. Listing an asset or displaying a price is not a recommendation or an assurance of value, liquidity or suitability. These Terms do not appoint TSV as your custodian, portfolio manager or discretionary trading agent. We may use technology and service providers, including affiliated providers, without transferring our contractual responsibilities to you or disclaiming responsibility for our own conduct.
5. Wallets and instructions
You are responsible for reasonable safeguards over credentials, signing keys, authorized users and delegated permissions under your control. Review wallet permissions and promptly notify us of suspected compromise, unauthorized use or a material error. We will reasonably cooperate in investigating and restricting affected access where feasible and lawful. Reporting an incident does not itself reverse a transaction.
You are responsible for instructions you or your authorized representatives approve, including through approved automation or APIs, and for losses caused by your breach of these obligations. Use of a credential alone does not resolve whether an instruction was authorized or excuse TSV's own breach. Responsibility for disputed instructions will be determined under these Terms and applicable law. You must not bypass permissioning by using another interface, ledger party or intermediary.
6. Trading, execution, settlement and fees
Before authorizing a transaction, verify the asset identifiers, pool, quantity, price or pricing method, maximum input or minimum output, expiration and all disclosed fees. AMM quotes can change with pool balances and other activity. A displayed quote or submission is not a guarantee of execution, availability or settlement. Transactions may fail, expire or be rejected because of price limits, insufficient balances, permissioning, halts, network conditions or other applicable controls.
Successful trades settle under the relevant ledger and contract rules, which may provide atomic exchange of assets. Settlement finality and the authoritative holder record are determined by those rules, the relevant security arrangements and applicable law. TSV has no discretionary clearly erroneous trade or trade-busting policy: a completed trade is not eligible for cancellation, repricing or reversal by TSV solely because its price, size or another input was mistaken, or differed from an external market price.
This does not bar a legally required correction or recovery, a remedy for unlawful conduct or breach, or a corrective transaction authorized by all persons whose consent is required and technically capable of implementation. Any freeze, recovery, compulsory transfer or record correction requires the appropriate legal or contractual authority under the governing asset arrangements and applicable law. TSV cannot guarantee that a remedy can be implemented through a ledger reversal. These Terms create no general authority for TSV to seize assets or rewrite settled trades.
We will make applicable venue and pool fees available before you authorize the relevant transaction. You agree to those disclosed fees, including any expressly disclosed charges for failed submissions. Third-party network, wallet, custody, issuance or redemption charges may apply under the relevant provider's terms. Fee changes apply prospectively to transactions authorized after disclosure. You are responsible for your taxes; TSV may make legally required reports or withholding. No indicative fee in marketing material supersedes the applicable transaction disclosure.
7. Securities and holder rights
Your rights in a tokenized security arise from its governing documents, applicable law and the issuer's and TA's arrangements. Read the applicable disclosure concerning the holder register, dividends, voting, corporate actions, transfers, conversions and recovery. These Terms do not create a new class of security, reduce holder rights or appoint a nominee for assets merely because you trade.
Permissioning, transfer restrictions, legal holds and corporate actions can affect trading and movement of assets. Changes to venue access do not by themselves forfeit ownership or extinguish claims to securities or settlement assets. TA onboarding, holder servicing and any available transfer or conversion process remain subject to the applicable arrangements. LP deposits and any associated pooled holding or receipt structure are addressed only in the separate LP agreement.
8. Risks
Trading can result in substantial loss, including the entire amount committed. Securities prices may fall, liquidity may be inadequate and AMM prices may diverge materially from prices elsewhere, especially outside ordinary market hours. Trade size and other activity can cause price impact and slippage. You may be unable to trade or exit when desired. There is no assurance of best available pricing across venues.
Ledger, smart contract, wallet, oracle and network failures, cyberattacks, compromised keys, software defects, outages and dependencies on third parties can delay or prevent settlement or cause loss. An audit or control reduces some risks but does not guarantee security. Settlement assets may lose their intended value or become subject to issuer, reserve, redemption, banking, bridge or transfer risks, as applicable to the specific asset. Regulatory changes, exemption expiry, issuer events or TA restrictions can interrupt service.
You are responsible for evaluating these risks and your own financial circumstances. Acknowledging risk is not a waiver of any claim arising from TSV's breach or of any protection that applicable law does not permit you to waive.
9. Acceptable use
You must not use the Services for unlawful activity, sanctions evasion, fraud, market manipulation, wash trading, trading on material nonpublic information in violation of law or other abusive trading. You must not misrepresent identity or beneficial ownership, circumvent access or volume controls, misuse another person's credentials, intentionally interfere with availability, introduce malicious code, or knowingly exploit a software or pricing defect to obtain assets, access or an economic benefit not authorized by the disclosed trading rules. A defect's initial discovery in good faith does not authorize its subsequent knowing exploitation. Ordinary arbitrage based solely on differences between market prices does not itself constitute a defect exploit.
You may use approved APIs and automation within their disclosed limits. These Terms do not prohibit lawful use of publicly released trading data or good-faith security reporting. Security testing must remain within any published authorization and must not access others' confidential data, disrupt service or place assets at risk. Report suspected vulnerabilities through our contact channel.
Launch or publicity-related executions must involve genuine economic risk and transfers of interests at documented, market-based prices. Neither TSV nor you may arrange artificial price support or matched, offsetting or circular transactions intended to create a false appearance of price, volume or activity. For such an execution, TSV and you will disclose to each other material ownership, control, compensation and financing relationships with the issuer, participating liquidity providers and relevant affiliates, and material changes, to the extent relevant to the trade or conflicts of interest. Disclosure does not authorize prohibited conduct or excuse either party's independent obligations.
10. Halts, restrictions and complaints
We may reject instructions, limit activity, suspend a pool or restrict access when reasonably necessary to comply with law or exemption conditions, implement required trading halts or volume limits, address security or operational threats, investigate suspected prohibited activity or remedy a material breach. Restrictions will be proportionate where practicable. We will give notice and an explanation when reasonably practicable and legally permitted, including material changes affecting continued availability of exempt trading.
We do not guarantee uninterrupted or around-the-clock availability. Maintenance, market events, network conditions and third-party failures may cause interruptions. We will use reasonable efforts to restore services within our responsibility and provide relevant operational updates. Any restriction on access remains distinct from legal authority to freeze, recover or transfer an asset.
Send service issues, disputed transactions and complaints to contact@tokenizedstockvenue.com with available transaction identifiers and supporting information. Report issues promptly to aid investigation. This request does not shorten any applicable legal limitation period or make an internal complaint a prerequisite to statutory remedies.
11. Information, privacy and reporting
We process participant and transaction information to administer access, operate and secure the Services, maintain records, investigate issues and satisfy legal and regulatory obligations. Our Privacy Policy explains the applicable data practices and rights. The TA and other independent providers may issue their own privacy notices. Acceptance of these Terms is not blanket consent to unrelated uses of personal information.
You acknowledge that required transaction information, which may include prices, quantities, timestamps and ledger identifiers, may be recorded on the ledger and published in machine-readable reports as described in the Public Notice. Ledger data may persist and may be linkable to other information. Public announcements identifying you as a participant, and marketing use of your name, marks, quotations or trade details identifying you, require your prior written approval of the relevant wording and use. Accurate disclosures required by law or a regulator remain permitted, with advance notice where lawful and practicable.
Each party will protect nonpublic information received from the other using reasonable safeguards and use it for the Services, enforcement of rights or compliance with law. Disclosure is permitted to advisers and service providers with a need to know and appropriate confidentiality obligations, or as legally required, with notice where lawful and practicable. This obligation excludes information lawfully public, independently developed or received without a duty of confidence. It does not prohibit regulatory reporting, protected whistleblowing or cooperation with authorities. Records may be retained as required by law or for legitimate claims and security purposes, subject to applicable privacy requirements.
12. Intellectual property and third parties
Subject to these Terms, TSV grants you a limited, nonexclusive right to access its interfaces and documentation for authorized use of the Services. TSV and its licensors retain their intellectual property. You must not misuse their marks or misrepresent affiliation or endorsement. Applicable open-source licenses govern the software they cover; these Terms do not restrict rights those licenses grant.
Public trading reports may be accessed and used as permitted by applicable law and any clearly stated data license, without an implied prohibition on analysis or redistribution. Links or integrations do not make TSV the issuer, TA, custodian or guarantor of a third-party product. Third-party terms do not reduce TSV's own express obligations here.
13. Changes and termination
We will give at least 30 days' advance electronic notice of material amendments to these Terms. A shorter period is permitted to the extent reasonably necessary for law, regulatory conditions or urgent security needs, with notice as soon as practicable. Changes apply prospectively. We will obtain affirmative acceptance before further trading under a material amendment to financial obligations, liability allocation or dispute terms. Other notified changes may be accepted by continued use after their effective date. No contractual notice exception shortens a mandatory regulatory notice period or authorizes operations inconsistent with the Public Notice or applicable exemption conditions.
No amendment retroactively changes completed transactions, accrued claims or property rights. Operational and fee changes remain subject to the applicable disclosures, law and any separate signed agreement. If you do not accept revised Terms, you may stop using the Services; we may discontinue future access.
You may terminate participation by notifying us and ceasing use. We may terminate for material breach, loss of eligibility, legal requirements or discontinuation of the Services; where feasible we will give reasonable notice and an opportunity to remedy a remediable breach. Termination does not reverse settled trades or cancel accrued fees or liabilities. We will reasonably cooperate with lawful transfer or holder-servicing requests within our authority. Terms concerning accrued obligations, records, confidentiality, intellectual property, liability and disputes survive to the extent needed to give them effect.
14. Warranties and allocation of liability
Except for express commitments in these Terms and warranties that cannot lawfully be excluded, the Services are provided as available without implied warranties of merchantability, fitness for a particular purpose or uninterrupted or error-free operation. This provision does not excuse TSV's reasonable-care commitment or other express duties.
To the extent permitted by law, neither party is liable to the other under these Terms for indirect, special, incidental, consequential or punitive damages, or lost profits, arising from the Services. Subject to the exceptions below, TSV's aggregate liability to you arising out of or relating to the Services or these Terms is limited to the greater of (a) the venue operator fees you paid to TSV during the 12 months immediately preceding the first event giving rise to liability and (b) USD 1,000 (Fixed Amount). Venue operator fees exclude trade consideration, liquidity contributions, taxes and fees allocated to LPs or third parties. Your aggregate liability to TSV is limited to the Fixed Amount, subject to the exceptions below.
These caps apply to contract, tort (including ordinary negligence), indemnity and other claims, including defense costs. They apply between TSV and each participant accepting these Terms; multiple accounts, wallets or legal theories do not multiply a participant's cap. The cap does not pool or extinguish the separate rights of other participants. Covered third-party awards and approved settlements under Section 15 remain indemnifiable regardless of their damage characterization, subject to the applicable cap and exceptions.
Neither the damages exclusion nor the applicable cap applies to fraud, deliberate bad faith, willful misconduct, gross negligence or liability that cannot lawfully be excluded or limited. In addition, neither limitation applies to your liability to the extent caused by your market manipulation, wash trading, sanctions evasion, knowing unauthorized access, intentional circumvention of access or volume controls, or knowing exploitation of a software or pricing defect prohibited by Section 9. These exceptions concern the conduct causing liability; an allegation alone does not establish that conduct.
The limitations do not reduce agreed payment or refund obligations, ownership of assets, obligations to deliver or return assets, or rights attached to securities. Nothing in these Terms waives compliance with securities laws or another nonwaivable right or remedy. A separately signed agreement may allocate liability for its own subject matter without reducing mandatory protections.
15. Third party claims
You will indemnify TSV against third-party claims, judgments, approved settlements and reasonable defense costs to the extent caused by your material breach of these Terms, fraud, willful misconduct or unlawful conduct in connection with the Services. No indemnity applies to the extent caused by TSV's or its service providers' own breach, negligence or misconduct. Ordinary investment losses alone do not create indemnity. This section addresses third-party claims only and is subject to Section 14, including its cap and prohibited-conduct exceptions. TSV does not give a reciprocal general indemnity under these Terms; this does not limit your direct claims for TSV's breach or any mandatory right or remedy.
TSV will give you prompt notice of a covered claim, with delay reducing indemnity only to the extent of material prejudice, and reasonably cooperate at your expense. Subject to the following paragraph, you may control the defense with competent counsel reasonably acceptable to TSV.
TSV may assume and retain exclusive control of its defense, with counsel of its choice, where a covered claim involves regulatory matters, TSV's operation of the Venue, a request for nonmonetary relief against TSV, or a material conflict of interest. TSV will notify you promptly of that election and reasonably consult with you regarding the defense, without surrendering control or disclosing privileged information. You remain responsible for reasonable defense costs to the extent indemnifiable under this Section 15, subject to Section 14 and the exclusion for conduct attributable to TSV or its service providers. Assuming control does not expand the indemnity or remove the applicable liability limits. TSV retains exclusive control of its communications and cooperation with regulators and other authorities, whether or not a matter is covered by indemnity.
Neither party may settle a claim at the other's expense, admit the other's fault, impose a nonmonetary obligation on the other or fail to release the other fully without that party's prior written consent, not unreasonably withheld. This consent requirement does not restrict TSV's legally required reporting, responses or cooperation with authorities.
16. Governing law, notices and general terms
Puerto Rico law governs these Terms, without displacing applicable federal law or mandatory protections of another jurisdiction. Subject to nonwaivable jurisdiction and venue requirements, disputes will be brought in the Commonwealth courts in Puerto Rico or the United States District Court for the District of Puerto Rico where it has subject-matter jurisdiction, and the parties consent to those courts. These Terms do not require arbitration or waive class proceedings or jury trial rights.
We may provide contractual notices to your designated email address or through an authenticated interface that permits you to retain the notice. Material amendments and termination notices will also be sent to your designated email. Maintain current contact details. Send legal notices to legal@tokenizedstockvenue.com. Electronic acceptance and records may be used to the extent permitted by law; we will provide a retainable copy of the applicable Terms. This does not replace any separate consent legally required for electronic delivery.
Neither party may assign these Terms without the other's prior written consent, except as required by law. Using service providers is not an assignment and does not release obligations. These Terms create no partnership or general agency and confer no contractual enforcement rights on third parties. Failure to enforce a provision is not a waiver. An unenforceable provision will be limited or severed only as necessary, leaving the remainder effective. These Terms and the applicable agreements identified in Section 2 constitute the agreement for their subject matter and supersede prior statements on that subject, without excluding liability for fraud.