Verifact MarketsBeta

Verifact Markets Terms of Service

Last updated September 26, 2026

1 Agreement and Incorporated Policies

These Terms of Service are a binding agreement between you and Verifact Markets, LLC, referred to as “Verifact,” “we,” “us,” or “our.” They govern your access to and use of Verifact’s websites, applications, trading platform, Trading Wallet, APIs, market data, evidence and commenting features, and other products or services that link to these Terms, collectively the “Services.”

By creating an account, clicking to accept these Terms, accessing the Services, submitting an order, or otherwise using the Services, you confirm that you have read, understood, and agreed to these Terms, including the beta status and associated risks described below. If you do not agree, you may not use the Services.

These Terms incorporate the Privacy Policy, the rules displayed for each Verifact Market, referred to as the “Market Rules,” any fee schedule, program terms, and any other policy that expressly incorporates these Terms. If Market Rules conflict with these Terms, the Market Rules control only for that Market. Specific program terms control only for that program.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplemental Services. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control to the extent of the conflict, solely with respect to such Services. These Terms and any applicable Supplemental Terms are referred to herein as the “Agreement.”

SECTION 27 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND VERIFACT. AMONG OTHER THINGS, SECTION 27 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 27 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 27 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 27) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH THE SUBSECTION OF SECTION 27 TITLED “30-DAY RIGHT TO OPT OUT”: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

2 Verifact and the Services

Verifact operates a platform for peer-to-peer trading in contracts tied to disputed factual statements. Verifact selects and lists Markets, establishes their Market Rules, operates the order book, administers evidence submissions, and resolves or expires Markets as described in these Terms and the applicable Market Rules.

Each Market ordinarily offers complementary True and False contracts through a central limit order book. Trading is fully collateralized in USDC. Verifact does not offer leverage, credit, interest, staking, yield, or rehypothecation through the Services. Verifact does not issue or offer a Verifact token through the Services.

Trades are ordinarily matched between platform participants. As disclosed below, an affiliated market maker controlled by Verifact may also place orders, act as a counterparty, and earn trading profits or spreads subject to information barriers and market-integrity controls.

The Services are currently offered in beta and are under active development. They are not a general-availability, final, or stable production release. Features, interfaces, limits, integrations, technical requirements, and operating procedures may be incomplete and may change, be suspended, or be discontinued. The Services may contain errors, defects, delays, interruptions, or other unexpected behavior, and maintenance may occur more frequently than it would for a general-availability service.

The beta designation does not mean that trading is simulated or without consequence. Orders, executed trades, Trading Wallet and blockchain transactions, Market resolutions, expirations, settlements, and other actions taken through the Services may have real, binding, and irreversible financial consequences. You should use the Services only if you understand and accept both the ordinary risks described in these Terms and the additional operational risks associated with a beta service.

Verifact does not promise that the Services or any beta feature will become generally available, remain available, or be released on any particular schedule. During the beta period, Verifact may limit access, capacity, functionality, available Markets, funding methods, or participant categories. Except as expressly stated in these Terms or required by applicable law, the beta designation does not create a service-level commitment, uptime guarantee, support obligation, or obligation to preserve any particular feature, interface, or integration.

Nothing in this Beta Status section permits Verifact to change an open Market’s material statement or resolution terms except as expressly allowed by these Terms and the applicable Market Rules, reverse an executed trade except under the corrective authority stated in these Terms, or retain user assets that are properly due.

3 Eligibility and Geographic Availability

Age and Authority

You must be at least 18 years old, or the higher legal age required in your jurisdiction, and have the legal capacity and authority to enter into these Terms. If you use the Services for an entity, you represent that you have authority to bind that entity. The entity is responsible for its representatives and all activity conducted through its account. If the user is an entity, it represents that it is duly organized, validly existing, and in good standing where those concepts apply.

Approved Locations

Trading is available only to users in locations approved by Verifact. Availability may depend on residence, physical location, citizenship or nationality where relevant, place of organization, registered office, principal place of business, and other factors required by law or Verifact’s compliance program. Unless and until Verifact expressly states otherwise, persons located in, resident in, or organized under the laws of the United States may not fund an account or trade through the Services.

Verifact may maintain and update lists of approved, restricted, or close-only locations through the Services. You may not use a virtual private network, proxy, location-spoofing technology, false information, or any similar method to evade a geographic restriction.

Sanctions and Legal Compliance

You represent and warrant that none of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity, or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure; (C) the subject of economic or trade sanctions administered or enforced by any governmental authority; (D) included on the OFAC SDN list or any list pursuant to EU and/or UK sanctions regulations; or (E) operationally based or domiciled in a country or territory in which sanctions imposed by the United Nations, OFAC, the EU, and/or the UK apply. There is no legal proceeding pending that relates to your activities relating to buying, selling, or otherwise using cryptocurrency or any other token- or digital asset-trading or blockchain technology related activities. You may not use the Services if you are subject to applicable sanctions, appear on a prohibited-party list, act for a prohibited person, or would violate any applicable law by using the Services. You must stop using the Services promptly if any eligibility representation ceases to be accurate.

Verification

Verifact or its third-party service providers may require identity, business, beneficial-owner, sanctions, eligibility, source-of-funds, or other verification to access some or all Services. Requirements may differ by user, location, and service and may change over time. You must provide accurate information and cooperate with lawful verification requests. Verifact may restrict access when verification cannot be completed or maintained.

4 Accounts and Security

You must provide accurate, complete, and current account information. Each individual or entity may maintain only one account unless Verifact authorizes another account in writing, including a separate market-maker or institutional account.

You are responsible for protecting your login methods, devices, recovery methods, and account credentials. You must promptly notify Verifact at support@verifact.markets if you suspect unauthorized access, account compromise, or an inaccurate transaction. Verifact may treat instructions received through your authenticated account as authorized, subject to applicable law and its security procedures.

Verifact does not undertake to approve each employee or representative who uses an entity account. The entity is responsible for determining who may act for it and for promptly ending access when that authority changes.

Account Closure

You may request account closure through the available account controls or by contacting Verifact. Before closure can be completed, open orders may be canceled, positions may need to be sold or held through resolution or expiration, and available funds may need to be withdrawn. Verifact may retain transaction, security, compliance, tax, dispute, and other records after closure as required or permitted by law. Account closure does not affect rights or obligations that arose before closure or provisions of these Terms that survive closure.

5 Trading Wallet and USDC

Trading Wallet

As part of account creation, a third-party wallet provider may create an embedded wallet compatible with the blockchain on which the Services currently operate (such blockchain, and any other blockchain on which Verifact may make the Services available from time to time, each a “Supported Blockchain”), dedicated to funding and trading on Verifact Markets, referred to as the “Trading Wallet.” The Trading Wallet is an app-specific feature of the Services and is not intended as a general-purpose wallet. The wallet provider’s terms and privacy practices also apply.

Your Trading Wallet is a smart wallet on the Supported Blockchain, created for you through our embedded wallet provider and controlled by you through your account with that provider. Verifact does not hold the keys to your Trading Wallet and cannot sign or send transactions from it. Funding your Trading Wallet, approving the Verifact exchange smart contract (the “Exchange Contract”) to use your USDC, and withdrawing USDC to another address are transactions you authorize, signed from your Trading Wallet by the wallet provider in accordance with your instructions and the wallet provider’s terms of service. Verifact may pay the network fees for these transactions. Verifact may screen withdrawal destination addresses and may decline to process a withdrawal through the Services. You are responsible for every transaction and order you sign.

When you place an order, you sign it with your Trading Wallet. Your signed order sets the Market, side, quantity, the worst price you will accept, the fee rate and an expiry, and the Exchange Contract will not settle it on any other terms. Verifact operates the order book and matches orders. Until an order fills, the USDC for it stays in your Trading Wallet, and Verifact reserves that amount in its records so it is not committed twice. Cancellation of an unfilled order is processed by Verifact’s order book. When an order fills, Verifact submits a transaction to the Exchange Contract to settle the trade: the Exchange Contract checks your signature and the terms of your order, transfers the USDC for the fill from your Trading Wallet into the Exchange Contract, and records your position. Splitting USDC into a complete pair of positions, or merging a complete pair back into USDC, works the same way: you sign an authorization that caps the amount, and Verifact submits the transaction.

While you hold a position, the USDC backing it is held by the Exchange Contract, not in your Trading Wallet and not in a Verifact wallet. The Exchange Contract accepts settlement, merge, split, resolution and payout transactions only from Verifact, so USDC is released from the Exchange Contract only when Verifact submits one of those transactions. When released, USDC goes only to your Trading Wallet (when you sell a position, merge a pair, or receive a payout) or, for trading fees set in your signed orders, to Verifact’s treasury. Verifact determines the outcome of each Market in accordance with these Terms and that Market’s rules, records the outcome in the Exchange Contract, and submits the transactions that pay out resolved positions to Trading Wallets. All of these transactions are validated, executed and settled on the Supported Blockchain.

Verifact can upgrade the Exchange Contract through an administrative multisignature wallet that Verifact controls. Verifact will not use your signed orders or authorizations, or your approval of the Exchange Contract, for any transfer other than those described in this section.

Funds and Positions

  • Available USDC generally remains eligible for withdrawal, subject to these Terms, applicable law, security controls, network conditions, and provider restrictions.
  • USDC reserved for an open order is unavailable for withdrawal while the order remains open. A withdrawal request may cause Verifact to cancel all open orders and release the associated reserved amount before transmitting the withdrawal instruction to the wallet provider.
  • When an order executes, the required USDC may move into an applicable Market smart contract as collateral, and the resulting position remains subject to the Market Rules until it is sold, resolved, or expired.
  • True and False positions may be traded only through Verifact and may not be transferred to an external wallet or traded outside the Services.

Verifact does not pay interest or yield on USDC or other assets associated with the Services. You may fund only from sources you are authorized to use. Verifact may reject or return a transfer that it reasonably believes is unlawful, fraudulent, unsupported, incompatible, or sent using an incorrect network or asset.

6 Markets, Contracts, Orders, and Trades

Contract Economics

Each winning contract ordinarily settles for 1 USDC and each losing contract settles for zero, subject to the Market Rules and the expiration provisions below. For example, if a user owns 100 True contracts and the Market resolves True, those contracts settle for 100 USDC. If the Market resolves False, those True contracts settle for zero.

Order Handling

An order is an instruction to buy or sell a stated quantity at specified terms. Verifact may accept, reject, route, match, partially fill, cancel, or decline to cancel an order as permitted by these Terms, the Market Rules, and the platform’s operating procedures. Submission does not guarantee execution. Orders may execute against one or more counterparties and at one or more prices consistent with the order instructions.

A user may sell a position while the Market remains open and trading is available. The sale price may be higher or lower than the purchase price. Executed trades are final except when Verifact exercises the corrective or remedial authority stated in these Terms.

7 Market Rules

Every Market has Market Rules that form part of these Terms. Before trading, you must review the factual statement, True and False criteria, evidence standards, minimum open period if any, required confidence standard, trading restrictions, resolution and expiration procedures, and any other terms displayed for that Market.

Verifact sets any minimum period for which a Market must remain open in its discretion before trading begins and discloses that period in the Market Rules. Verifact does not apply a universal minimum period to all Markets.

After trading opens, the Market statement and material economic or resolution terms remain fixed except when Verifact must address an obvious error, comply with law, or respond to an emergency. Verifact may issue a nonmaterial clarification that does not change what participants reasonably understood they were trading. If correcting an error would materially change that understanding, Verifact will expire the Market rather than change its meaning and continue trading.

8 Nature and Standard of Market Resolutions

Each Verifact Market is resolved by Verifact in accordance with its published Market Rules. A resolution expresses Verifact’s informed opinion and high-confidence conclusion, reached through its evidence-based resolution process solely for administering and settling the applicable Verifact Market.

A resolution is not, and is not intended to be, an authoritative definition of what is true or false outside the Verifact platform. It is not a judicial finding, governmental determination, independent certification, or guarantee of factual accuracy. Verifact’s resolution standard requires a high level of confidence, but it does not require absolute certainty, proof beyond all doubt, or the absence of potentially conflicting evidence.

In reaching a resolution, Verifact may consider admitted evidence, analysis produced by proprietary intelligence systems, relevant market-microstructure signals, and other information permitted under the Market Rules. Market prices and trading activity may inform the analysis but do not independently determine the outcome. Verifact’s Market Resolution team exercises judgment and approves every final resolution before settlement.

Reasonable persons, institutions, or authorities may disagree with a resolution, and additional or contrary evidence may emerge afterward. Unless otherwise required by applicable law, a final resolution remains binding for settlement purposes, and the Market will not reopen or have its payouts reversed solely because new evidence later becomes available.

Verifact does not offer a formal appeal from a Market resolution. The absence of an appeal process does not limit any non-waivable legal right, but a complaint or dispute does not delay or reverse settlement unless Verifact or applicable law requires otherwise. By using or trading on Verifact, each user acknowledges and accepts the nature of this resolution standard and the associated risk.

9 Market Expiration

Verifact will not force a True or False resolution when the admitted evidence does not support the required confidence level. After any minimum open period stated in the Market Rules, Verifact may expire a Market if evidence submissions and trading activity fall below the applicable threshold and the evidence remains inconclusive. Verifact may also expire a Market earlier when required by law, an emergency, or a material error that cannot be corrected without changing the Market’s meaning.

When a Market expires, neither True nor False is treated as the winning outcome. Positions settle using the trusted expiration price determined under the Market Rules. The applicable Market Rules specify the calculation methodology and may permit Verifact to exclude self-dealing, anomalous transactions, manipulation, and activity that does not reflect genuine market pricing.

For example, if the trusted expiration price is 0.62 USDC for True, each True contract settles for 0.62 USDC and each False contract settles for 0.38 USDC, subject to disclosed rounding rules. The applicable Market Rules control the calculation window, data filters, thresholds, fallbacks, and settlement mechanics.

In the event that the last trusted expiration price is not available, not logically consistent, or not representative of a fair settlement value, Verifact may determine a fair value in its sole discretion.

10 Evidence Submissions

Eligible users may submit evidence whether or not they hold a position. A submission does not automatically become admitted evidence or affect resolution. Verifact may accept, reject, prioritize, combine, annotate, or remove submissions in its discretion under the Market Rules and has no obligation to explain each decision.

Evidence should be relevant, verifiable, attributable to an identifiable source, lawfully accessible, and sufficiently credible to merit review. A user may not submit fabricated, manipulated, unlawfully obtained, infringing, malicious, or knowingly misleading material. The submitting user represents that the submission and Verifact’s permitted use of it do not violate law, contractual duties, confidentiality obligations, privacy rights, or intellectual-property rights.

Admitted evidence, links, excerpts, descriptions, and Verifact’s related analysis may be published on the platform. The contributor’s legal identity and the fact that the contributor supplied an item will not be displayed publicly unless the contributor consents, but Verifact may disclose that information to service providers, professional advisers, or authorities as described in the Privacy Policy or required by law.

By submitting evidence, the user grants Verifact a worldwide, nonexclusive, royalty-free license to host, reproduce, excerpt, format, translate, analyze, evaluate, display, and distribute the submission as reasonably necessary to operate, secure, explain, and improve the Services and the resolution process. The license is subject to applicable law and does not transfer ownership of the submission to Verifact.

Evidence submission does not create a right to payment, attribution, or any other reward unless the submission qualifies under separate program terms published by Verifact.

11 Comments, Profiles, and Other User Content

Comments are public and appear with the user’s chosen Verifact display name and uploaded avatar, not the user’s verified legal identity. Comments do not constitute admitted evidence unless Verifact separately admits them through the evidence process.

User content reflects the views of the person who posted it. Verifact does not endorse, independently verify, or guarantee the accuracy, completeness, or reliability of user content, and users should not treat comments as admitted evidence or authoritative information. Verifact cannot and does not represent or guarantee the truthfulness, accuracy, or reliability of any user content or endorsement or opinion made available through the Services by other users. You acknowledge that any reliance on such user content or endorsement shall be at your own risk.

Users retain ownership of their content. By posting public content, a user grants Verifact a perpetual, irrevocable, worldwide, nonexclusive, royalty-free, sublicensable, and transferable license to host, reproduce, format, moderate, display, distribute, and promote that content in connection with Verifact and the Services, including featuring a public comment under the associated display name and avatar in Verifact marketing. You represent and warrant that: (i) you own the content posted by you on or through the Services or otherwise have the right to grant the license set forth in this section; and (ii) the posting and use of your content on or through the Services does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights, or any other rights of any person or entity.

Verifact may, but is not obligated to, monitor, review, moderate, pre-screen, remove, or restrict access to user content or accounts. Verifact has no obligation to pre-screen content, although Verifact reserves the right in its sole discretion to pre-screen, refuse, or remove any user content. Verifact may act when it reasonably believes content violates these Terms, applicable law, another person’s rights, or platform integrity. Users may not post unlawful, abusive, threatening, deceptive, defamatory, infringing, malicious, spam, or market-manipulative content or disclose another person’s sensitive information without authorization.

12 Market Makers and Affiliated Liquidity

Verifact may enter into separate agreements with professional market makers and liquidity providers. Those participants may receive incentives, rebates, different technical access, or adjusted limits as disclosed in applicable program terms, provided those arrangements do not give them undisclosed order priority or access to confidential user information.

A legal entity controlled by Verifact may trade for profit and provide liquidity in Verifact Markets. The affiliated market maker may be the counterparty to a user’s trade and may earn spreads or profit from changes in contract prices.

Verifact will maintain formal information barriers intended to prevent the affiliated market maker from receiving nonpublic evidence, confidential resolution analysis, pending resolution decisions, confidential user information, or nonpublic order flow unavailable to other participants. The affiliate will not select Markets, influence resolution, or receive preferential execution priority. It will be subject to the same core trading-integrity and surveillance rules as other participants. Verifact may disclose material changes to this arrangement through the Services.

Verifact founders, employees, contractors, and Market Resolution team members may not trade directly or indirectly in Verifact Markets through personal or third-party accounts. This prohibition does not prevent duly authorized trading by the separate affiliated market maker through personnel assigned to that affiliate and subject to the applicable information barriers and controls.

13 Fees, Third-Party Charges, and Taxes

Verifact does not currently charge trading fees. Verifact may introduce or change fees prospectively by publishing an updated fee schedule and displaying the applicable fee before the user submits the relevant trade or transaction. Fees already incurred are nonrefundable except as required by law or expressly stated otherwise.

Users may incur third-party charges, including card, conversion, on-ramp, off-ramp, wallet-provider, or blockchain network fees. Those charges are separate from Verifact fees and may be nonrefundable even if a transaction fails or is delayed.

Each user is responsible for determining, reporting, and paying taxes arising from trades, settlements, expirations, rewards, and other activity. Verifact may report, withhold, or collect information when required by law.

14 Trading Integrity and Prohibited Conduct

You may not use the Services to engage in or attempt any of the following conduct:

  • Fraud, deception, market manipulation, attempted manipulation, spoofing, wash trading, self-dealing, fictitious transactions, coordinated price distortion, front-running, or other abusive or disruptive trading.
  • Trading on confidential information when doing so breaches a duty, confidentiality obligation, applicable law, or Market Rule, or trading at the direction of a person who is prohibited from using that information.
  • Trading in a Market when you have undisclosed authority or influence sufficient to control or materially affect the factual outcome being evaluated.
  • Fabricating, altering, suppressing, mischaracterizing, or improperly obtaining evidence, or attempting to corrupt the resolution or expiration process.
  • Using multiple accounts, nominees, collusive arrangements, or unauthorized third parties to evade limits, verification, sanctions, geographic restrictions, surveillance, or enforcement.
  • Accessing another user’s account or Trading Wallet without authorization, misusing delegated permissions, or attempting to obtain credentials, recovery information, or private keys.
  • Using malware, denial-of-service techniques, unauthorized bots, scraping tools, automated systems, or APIs in a manner that harms, overloads, reverse engineers, or circumvents the Services or Verifact’s controls.
  • Using the Services for unlawful activity, money laundering, terrorist financing, sanctions evasion, stolen funds, infringement, harassment, or any purpose inconsistent with these Terms.
  • Using the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner.
  • Providing false or misleading information to Verifact, or posing as another person or entity.
  • Developing, utilizing, or disseminating any software, or interacting with any API in any manner, that could damage, harm, or impair the Services.
  • Bypassing or circumventing measures employed to prevent or limit access to any service, area, or code of the Services.
  • Collecting or harvesting data from the Services that would allow you to contact individuals, companies, or other persons or entities, or using data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing).
  • Taking any action or making available any content on or through the Services that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (b) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (c) impersonates any person or entity, including any employee or representative of Verifact; or (d) attempts to engage in any potentially harmful acts directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

Having better information, conducting independent research, or developing a proprietary analysis from lawfully obtained information is not prohibited merely because other users do not possess the same analysis, unless the activity otherwise violates these Terms, applicable law, or the Market Rules.

15 Limits, Monitoring, and Investigations

Verifact may establish or change account, order, rate, trading, exposure, or position limits to address applicable law, market integrity, liquidity, operational risk, or security. Different limits may apply to market makers or other participant categories under disclosed programs.

Verifact may, but is not obligated to, monitor trading, orders, blockchain activity, evidence, comments, location signals, devices, account relationships, and other activity for compliance, security, fraud prevention, and market integrity. As described in the Privacy Policy, Verifact may create and retain timestamped records of orders, executions, cancellations, account instructions, blockchain transactions, user and account identifiers, device, browser, IP and location signals, and related security events. Verifact may investigate suspected violations, require information, preserve records, coordinate with service providers, and cooperate with governmental, regulatory, or law-enforcement authorities.

16 Suspension, Termination, and Remedies

Verifact may restrict a particular feature, suspend trading, place an account in close-only mode, cancel open orders, suspend an account, or terminate access for any reason or no reason, in its sole discretion, including when it reasonably believes action is necessary to enforce these Terms, protect users or the Services, comply with law, respond to a provider restriction, or address operational or market-integrity risk. You agree that all suspensions and terminations shall be made in Verifact’s sole discretion and that Verifact shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.

For comment abuse or an ordinary Terms violation, Verifact may limit the affected feature while preserving withdrawals. For suspected account compromise, fraud, sanctions violations, market manipulation, unlawful activity, or a material security threat, Verifact may immediately restrict all account activity, including withdrawals, while it conducts a review. Verifact may continue a restriction when required by law, legal process, sanctions, security needs, a third-party provider, or a valid claim involving the affected funds.

Suspension does not by itself transfer ownership of a user’s USDC or positions to Verifact. Subject to applicable law and any valid continuing restriction, remaining available funds will become withdrawable after Verifact completes its review. Existing positions may remain open until sale, resolution, or expiration, or may be handled as Verifact determines is legally and operationally appropriate.

When Verifact reasonably determines that fraud, manipulation, unauthorized access, a material rules violation, or a material system error occurred, it may cancel pending orders; suspend settlement or payouts; restrict related accounts; offset improper credits or payouts; and seek repayment or other recovery when an on-chain transaction cannot be reversed. Any material correction, adjustment, cancellation, or unwind of an executed trade will be governed by the applicable Market Rules or other procedures published by Verifact and remains subject to legal and technical feasibility.

17 Emergencies and Service Corrections

An emergency includes a blockchain or smart-contract failure, stablecoin disruption, cyberattack, provider outage, payment-system failure, market manipulation, material data problem, legal or governmental action, natural disaster, war, or another circumstance that threatens fair trading, settlement, security, or continued operation.

During an emergency, Verifact may pause or limit trading, reject or cancel orders, suspend deposits or withdrawals, modify operating hours, impose limits, delay settlement, expire a Market, select a reasonable pricing or settlement fallback, or take another action reasonably intended to protect users, comply with law, or preserve market integrity. Verifact will provide notice when reasonably practicable, but urgent action may occur without advance notice.

18 Blockchain, Stablecoin, Smart Contract, and Provider Risks

The Services depend on the Supported Blockchains, USDC, smart contracts, embedded-wallet technology, internet and communications systems, and other third-party infrastructure that Verifact does not fully control. These systems may fail, become unavailable, contain vulnerabilities, be attacked, change their rules, experience forks or congestion, reject transactions, or produce unexpected results.

USDC may lose value, become illiquid, be frozen by its issuer, or cease to be supported. Blockchain transactions may be delayed, irreversible, or publicly visible. Smart-contract code may contain defects. A wallet or payment provider may restrict access or require additional verification. Verifact does not guarantee the continued availability, value, security, or performance of any blockchain, stablecoin, smart contract, wallet, or provider.

To the extent Verifact has technical authority to pause, upgrade, administer, or remediate any smart contract or wallet function, its exercise or nonexercise of that authority remains subject to these Terms, applicable law, and the applicable technical constraints.

19 Trading and Resolution Risks

Trading Verifact contracts is speculative and can result in loss of the entire amount paid for a position. Prices may be volatile, liquidity may be limited, an order may not execute, and a user may be unable to exit at a desired price. Past prices, trading activity, evidence, analysis, and prior resolutions do not guarantee future results.

A Market may resolve differently from the price implied by trading, expire at a price below a user’s purchase price, or remain open longer than expected. Verifact’s evidence analysis and resolution process may contain errors or rely on incomplete information. Users accept these risks and should trade only amounts they can afford to lose.

Market prices, evidence, analysis, resolutions, and other platform content are provided for informational and operational purposes. They are not investment, financial, legal, tax, accounting, or other professional advice. Verifact does not act as a fiduciary, adviser, broker, agent, or representative for a user merely because the user accesses the Services. Funds and positions are not bank deposits and are not insured by the FDIC, SIPC, or any similar protection scheme unless Verifact expressly states otherwise.

Your Assumption of Risk

WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT VERIFACT IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. You acknowledge that you may lose 100% of the amount paid for any position in any Market, that Market resolutions are determined by Verifact in accordance with the applicable Market Rules, and that a resolution adverse to your position does not mean that your factual assessment of the underlying Market question was incorrect. Verifact encourages you to periodically confirm the valuation of your positions through independent sources. Verifact does not and cannot make any guarantee that your funds or positions will not lose value. The prices of contracts on the Services can be extremely volatile.

Cybersecurity Risks

You understand that, like any other software, the Services could be at risk of third-party malware, hacks, or cybersecurity breaches. You agree that it is your responsibility to monitor your account and positions regularly and confirm their proper use and status consistent with your intentions.

Expertise and Experience

You represent and warrant that you (i) have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any blockchain, smart contract, or wallet technology used in connection with the Services; (ii) have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements under applicable laws of your use of the Services; (iii) know, understand, and accept the risks associated with blockchain technology, smart contracts, stablecoins, and digital asset wallets; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Verifact will have no responsibility or liability for such risks.

No Liability for Digital Asset Losses

WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (a) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (b) SERVER FAILURE OR DATA LOSS; (c) WALLET INFRASTRUCTURE FAILURE OR DOWNTIME, INCLUDING FAILURE OF OR SERVICE DISRUPTION BY ANY THIRD-PARTY WALLET PROVIDER; (d) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (e) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR WALLETS. Verifact is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure or abnormal behavior of any software (e.g., smart contracts), blockchains, or any other features of or inherent to digital assets.

General Blockchain and Infrastructure Risk

You accept and acknowledge that you take full responsibility for all activities conducted through your Trading Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Trading Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

(a) There are risks associated with using digital assets, including but not limited to: the risk of hardware, software, and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Trading Wallet; the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; the risk that certain digital assets available through the Services may be designed to represent or track the value of an underlying asset but may fail to maintain their intended peg or backing; and the risk that such digital assets may fluctuate in value. You accept and acknowledge that Verifact will not be responsible for any communication failures, disruptions, errors, distortions, delays, or losses you may experience when using blockchain technology, however caused.

(b) The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your funds or positions.

(c) Verifact makes no guarantee as to the functionality of any Supported Blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to your funds or positions. You acknowledge and accept that the rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your funds or positions.

(d) Verifact makes no guarantee as to the security of any Supported Blockchain or Trading Wallet. Verifact is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Trading Wallet.

(e) The Supported Blockchains are controlled by third parties, and Verifact is not responsible for their performance, nor any risks associated with the use thereof. The Services rely on, and Verifact makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Trading Wallet, or third-party service.

(f) You acknowledge that your Trading Wallet is managed through a third-party wallet provider, and Verifact is not responsible for the performance of such provider, nor any risks associated with its use.

20 Intellectual Property, Data, and Acceptable Use

Verifact and its licensors own the Services, software, interfaces, branding, market design, compilations, proprietary analysis, and other materials provided by Verifact, excluding user content and third-party material. Subject to these Terms, Verifact grants each eligible user a limited, personal, revocable, nonexclusive, nontransferable license to use the Services for their intended purpose.

Except as Verifact permits in writing or through an authorized API, you may not copy, scrape, sell, redistribute, commercialize, reverse engineer, bypass access controls, create derivative products from, or use the Services or market data to operate a competing platform. Professional market-data users, brokers, market makers, trading firms, index providers, and similar commercial users may require a separate data or API agreement.

If you provide product feedback or suggestions, you grant Verifact a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize that feedback without compensation or attribution. This provision does not apply to evidence submitted for a Market, which is governed by the evidence license above.

Copyright Infringement

It is Verifact’s policy to terminate the privileges of any user who repeatedly infringes copyright upon prompt notification to Verifact by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide Verifact’s Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number, and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Verifact’s Copyright Agent for notice of claims of copyright infringement is as follows: legal@verifactm.com

21 Privacy

Verifact processes personal information as described in its Privacy Policy. Blockchain transactions and wallet addresses may be permanently public even after an account is closed. Public comments display the user’s chosen display name and avatar. The identity of an evidence contributor and the relationship between that contributor and a submission are not displayed publicly unless the contributor consents, subject to lawful disclosures described in the Privacy Policy.

22 Third-Party Services

The Services may integrate with wallet, identity, funding, payment, blockchain, analytics, advertising, hosting, communications, and other third-party services. Those services are governed by their own terms and privacy policies. Verifact is not responsible for a third party’s independent conduct, availability, security, fees, or decisions, except to the extent applicable law provides otherwise.

23 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VERIFACT DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AND AVAILABILITY.

WITHOUT LIMITING THE FOREGOING, VERIFACT DOES NOT WARRANT THAT THE SERVICES WHILE IN BETA ARE COMPLETE, FULLY TESTED, SUITABLE FOR UNINTERRUPTED OR MISSION-CRITICAL USE, OR COMPATIBLE WITH ANY PARTICULAR DEVICE, SYSTEM, SOFTWARE, OR THIRD-PARTY SERVICE. VERIFACT DOES NOT WARRANT THAT ANY BETA FEATURE WILL REMAIN AVAILABLE, OPERATE WITHOUT MATERIAL CHANGE, OR BECOME GENERALLY AVAILABLE.

VERIFACT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS; THAT AN ORDER WILL EXECUTE OR A TRANSACTION WILL COMPLETE; THAT EVIDENCE OR OTHER CONTENT WILL BE COMPLETE OR ACCURATE; OR THAT A MARKET RESOLUTION WILL BE ACCEPTED AS CORRECT BY ANY PERSON OR AUTHORITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO THESE DISCLAIMERS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

VERIFACT IS NOT A NATIONAL SECURITIES EXCHANGE, SWAP EXECUTION FACILITY, DESIGNATED CONTRACT MARKET, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR GAMBLING OR BETTING OPERATOR IN ANY JURISDICTION. NEITHER VERIFACT NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES. NEITHER VERIFACT NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER APPLICABLE SECURITIES LAWS, RULES, OR REGULATIONS IN YOUR JURISDICTION. NEITHER VERIFACT NOR ITS SUPPLIERS OR LICENSORS WARRANTS THAT THE SERVICES COMPLY WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS, RULES, OR REGULATIONS OF ANY JURISDICTION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VERIFACT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

VERIFACT MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, TRUTHFULNESS, TIMELINESS, OR RELIABILITY OF ANY MARKET QUESTION, RESOLUTION DETERMINATION, USER CONTENT, OR OTHER INFORMATION PRESENTED ON THE SERVICES. VERIFACT’S RESOLUTION DETERMINATION FOR ANY MARKET MAY DIFFER FROM THE OUTCOME REACHED BY ANY THIRD-PARTY PLATFORM OR OTHER EXTERNAL SOURCE. ALL CLAIMS, ESTIMATES, AND PERFORMANCE MEASUREMENTS DESCRIBED ON THE SERVICES ARE MADE IN GOOD FAITH, AND YOU ARE SOLELY RESPONSIBLE FOR CHECKING AND VALIDATING THEIR ACCURACY. ANY CONTENT PRODUCED BY VERIFACT ON THE SERVICES HAS NOT BEEN SUBJECT TO AUDIT AND IS FOR INFORMATIONAL PURPOSES ONLY.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT VERIFACT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. VERIFACT MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. VERIFACT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

24 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERIFACT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOSS OF DATA, TRADING LOSSES, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VERIFACT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF 100 US DOLLARS OR THE VERIFACT FEES THE CLAIMANT PAID DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

This limitation does not reduce Verifact’s obligation to credit or release user assets that are properly due under an executed trade, Market settlement, expiration, or withdrawal, and it does not exclude liability that cannot lawfully be limited, including liability for fraud or willful misconduct where applicable.

25 Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Verifact and its affiliates, officers, directors, employees, contractors, and service providers from third-party claims, damages, penalties, costs, and reasonable legal fees arising from your violation of these Terms, unlawful use of the Services, infringement or misuse of another person’s rights, user content, or evidence submission. Verifact may control the defense of an indemnified claim, and you will reasonably cooperate. This section does not require a consumer to indemnify Verifact for Verifact’s own unlawful conduct.

Release

You hereby release and forever discharge Verifact (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other users or any third-party services). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

26 Changes to the Terms and Services

Verifact may update these Terms prospectively. When changes are made, Verifact will post the revised Terms with an updated effective date and any new Supplemental Terms will be made available from within, or through, the affected Services. Verifact will provide additional notice of material changes when required by law or reasonably appropriate. Continued use after the effective date constitutes acceptance to the extent permitted by law. If you do not agree, you must stop using the Services and close your account after addressing open orders, positions, and withdrawals.

Verifact may add, test, change, suspend, or discontinue Services, and beta functionality may change more frequently than general-availability functionality. Verifact will provide notice of material changes when required by applicable law and, where reasonably practicable, before a change materially affects funding, trading, settlement, withdrawal, or the treatment of an existing position. This general amendment right does not permit Verifact to change an open Market’s material statement or resolution terms except as stated in the Market Rules section above.

Verifact makes no commitment to release the Services, or any feature of the Services, for general availability. Any transition out of beta may include different features, eligibility criteria, limits, fees, policies, or terms, subject to any notice or consent required by applicable law.

27 Dispute Resolution, Arbitration, and Class Action Waiver

Please read this Section 27 (the “Arbitration Agreement”) carefully. It is part of your contract with Verifact and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and Verifact agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or this Agreement and prior versions of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Verifact may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Verifact may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution

There might be instances when a Dispute arises between you and Verifact. If that occurs, Verifact is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Verifact agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Verifact agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Verifact should be sent by email to support@verifact.markets. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Verifact will send Notice, including a description of the Dispute, to your email address or mailing address on file. It is your responsibility to ensure your email and mailing address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Verifact representative). The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

Waiver of Trial in Front of Judge or Jury

YOU AND VERIFACT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Verifact are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection titled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection titled “Batch Arbitration” below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection titled “Waiver of Class and Other Non-Individualized Relief” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Verifact agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection titled “Waiver of Class and Other Non-Individualized Relief” does not prevent you or Verifact from participating in a class-wide or mass settlement of claims.

Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Verifact agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Verifact should be sent by email to support@verifact.markets. Verifact will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”). Unless you and Verifact otherwise agree, or the Batch Arbitration process discussed in the subsection titled “Batch Arbitration” below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). You and Verifact agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and Verifact agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under the subsection titled “Batch Arbitration” below is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that the subsection titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs

Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Verifact need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Verifact agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Verifact by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Verifact. You and Verifact agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@verifact.markets, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Verifact’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

Invalidity, Expiration

Except as provided in the subsection titled “Waiver of Class and Other Non-Individualized Relief” above, if any part or parts of this Arbitration Agreement (other than the subsection titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the subsection titled “Batch Arbitration” is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Wilmington, Delaware. You further agree that any Dispute that you have with Verifact as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time-barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and Verifact agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

Modification

You and we agree that Verifact retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Services, and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Verifact makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration, then changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Verifact will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

28 General Terms

Notices

Verifact may provide notices through the Services, by email, or using the contact information associated with an account. Formal legal notices to Verifact must be sent to support@verifact.markets and to Verifact Markets, LLC, 309 N. Justine St., Chicago, IL 60607, United States.

Electronic Communications

By using the Services, you consent to receive agreements, notices, disclosures, transaction confirmations, security messages, and other communications electronically through the Services or using the contact information associated with your account. You agree that electronic communications satisfy any legal requirement that a communication be in writing, to the extent permitted by law. You are responsible for keeping your contact information current.

Assignment

You may not assign or transfer these Terms or your account without Verifact’s written consent. Verifact may assign these Terms in connection with a merger, financing, reorganization, asset transfer, change of control, or transfer to an affiliate, subject to applicable law.

Exclusive Venue

To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Verifact agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in the State of Delaware.

Force Majeure

Verifact is not responsible for delay or failure caused by events beyond its reasonable control, including network failures, cyberattacks, provider outages, governmental action, labor disputes, natural disasters, war, terrorism, or any failure, disruption, outage, or unavailability of any blockchain, digital asset network, stablecoin, or third-party wallet, hosting, or payment infrastructure.

Entire Agreement and Interpretation

These Terms and the incorporated policies constitute the entire agreement concerning the Services. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue. Headings are for convenience only. The words “including” and “include” mean “including without limitation.” Electronic acceptance has the same effect as a handwritten signature.

Survival

Provisions that by their nature should survive account closure or termination will survive, including without limitation provisions concerning ownership, licenses, trading and settlement obligations, investigations, remedies, disclaimers, limitation of liability, indemnification, release, disputes, and general terms.