Terms of Service

1. Acceptance of Terms

By accessing or using the Truffle platform ("Platform"), operated by Slopshop Inc. ("Truffle," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Platform. We reserve the right to modify these Terms at any time. Continued use of the Platform after any modification constitutes acceptance of the revised Terms.

2. Description of Service

Truffle is an information aggregator and matching platform for private market activity. The Platform aggregates publicly available data related to private company valuations, secondary market transactions, tokenized equity instruments, and prediction markets. Core features include:

• Market Data Aggregation — Real-time and historical pricing data for private company secondaries, tokenized equity, and prediction markets, sourced from third-party venues and public information.
• OTC Matching — An indication-of-interest ("IOI") system that allows buyers and sellers of private company shares to discover potential counterparties. Truffle facilitates introductions but does not execute, settle, or guarantee any OTC transaction.
• Prediction Markets — Access to prediction market instruments related to private company events such as IPOs, funding rounds, and valuations. Prediction market orders are matched via an on-platform order book and settled on-chain.
• Tokenized Equity — Information and order routing for tokenized representations of private company equity deployed on supported blockchain networks. Wrapping, unwrapping, and trading of tokenized equity are subject to additional terms and third-party smart contract risk.

3. Regulatory Status; Not a Broker-Dealer; No Financial Advice

Truffle is a non-custodial interface. The Platform prepares unsigned transactions and displays market data; users review, sign, and broadcast every transaction from their own wallet. Truffle’s intended statutory posture, including any applicable SEC or CFTC framework, is documented on the Disclosures page and is subject to outside counsel’s opinion. Nothing on the Platform should be construed as a claim that Truffle is registered, licensed, or exempt in any capacity unless explicitly stated there.

Truffle is not a registered broker-dealer, investment adviser, transfer agent, funding portal, alternative trading system (ATS), or national securities exchange under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any state securities laws. The Platform does not provide investment advice, tax advice, legal advice, or any personalized financial recommendations.

All data, analytics, charts, and market information displayed on the Platform are provided for informational purposes only and should not be construed as a solicitation, recommendation, or endorsement to buy, sell, or hold any security, token, or financial instrument. Private company securities are inherently illiquid, speculative, and involve a high degree of risk, including the potential for total loss of capital.

3b. Accredited Investor Self-Attestation

Access to tokenized equity offerings, OTC secondary indications of interest, and certain other features is restricted to accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. By using these features, you represent and warrant that you qualify under one or more of the following categories:

• An individual net worth (or joint net worth with spouse or spousal equivalent) exceeding $1,000,000, excluding the value of your primary residence.
• Individual income exceeding $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent exceeding $300,000, with a reasonable expectation of reaching the same income level in the current year.
• A holder in good standing of a Series 7, Series 65, or Series 82 license issued by FINRA.
• A "knowledgeable employee" of a private fund, as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940.
• An entity that otherwise qualifies as an accredited investor under Rule 501(a), including certain banks, registered investment companies, business development companies, and entities with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the offered securities.

You agree that your self-attestation is made under penalty of perjury and that Truffle may rely on your representations. Certain offerings may require independent third-party verification of accredited investor status (for example, under Regulation D Rule 506(c)); in those cases, verification is performed by a regulated third-party provider, and Truffle does not receive or retain the underlying documentation.

4. User Responsibilities

By using the Platform, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into these Terms.
• You will conduct your own independent due diligence before making any investment or trading decision. You acknowledge that past performance data, valuation estimates, and market signals displayed on the Platform are not guarantees of future results.
• You are solely responsible for determining whether any transaction or activity conducted through or in connection with the Platform complies with all applicable laws, regulations, and contractual obligations in your jurisdiction, including but not limited to securities laws, tax obligations, and any transfer restrictions on private company shares (such as rights of first refusal, lock-up periods, or company consent requirements).
• You will not use the Platform for any unlawful purpose, including market manipulation, money laundering, sanctions evasion, or fraud.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

5. No Custody of Funds

Truffle does not hold, custody, or control any user funds, securities, tokens, or digital assets. For tokenized equity and prediction markets, assets remain in your self-custody wallet at all times, and settlement occurs on-chain via audited smart contracts deployed on Solana and Base. For OTC secondary transactions, fiat proceeds are held by a qualified third-party escrow agent designated in the applicable SPA pending settlement; Truffle is never a party to escrow arrangements and does not access escrowed funds.

You are solely responsible for the security of your own wallets, private keys, and any assets held therein. Truffle shall not be liable for any loss of funds resulting from smart contract vulnerabilities, blockchain network failures, wallet compromises, escrow-agent actions outside Truffle's control, or user error. By interacting with on-chain features, you accept the inherent risks of blockchain technology, including but not limited to transaction irreversibility, network congestion, and protocol-level exploits.

6. Account Registration and Eligibility

Certain features of the Platform require account registration through our authentication provider (Clerk). You agree to provide accurate and complete information during registration and to keep your account information current. Truffle reserves the right to suspend or terminate accounts that provide false or misleading information, violate these Terms, or engage in activity that we reasonably believe poses a risk to the Platform or its users.

7. Fees

Certain transactions on the Platform are subject to the following fees:

• Wrap fee — 1.5%: Converting private shares into tokenized equity.
• Unwrap fee — 1.0%: Converting tokens back into shares.
• Trade fee — 0.25% per side: Tokenized equity trading.
• Frontend fee — 0.5%: Applied to tokenized trades executed through the Truffle frontend.
• Prediction markets — 2%: On prediction market volume.
• OTC — 0%: Facilitated OTC matching and introductions are provided at no charge to bootstrap liquidity.

Fee schedules are subject to change; current fees will always be displayed prior to transaction confirmation. Fees are applied consistently across venues and counterparties, as further described in the Regulatory Disclosures.

8. Intellectual Property

All content, features, and functionality of the Platform — including but not limited to the software, source code, algorithms, user interface designs, text, graphics, logos, trademarks, data compilations, and APIs — are the exclusive property of Slopshop Inc. or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal, non-commercial purposes in accordance with these Terms. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works based on the Platform or any of its content without our prior written consent. Programmatic access to Platform data is permitted only through official APIs and subject to applicable rate limits and API terms.

9. Third-Party Services and Links

The Platform integrates with or links to third-party services, including but not limited to Clerk (authentication), Supabase (data infrastructure), Vercel (hosting), blockchain networks (Base/Ethereum), and external data providers. Truffle does not control and is not responsible for the availability, accuracy, or practices of any third-party service. Your use of third-party services is governed by their respective terms and privacy policies.

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MITHRIL DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Market data, valuations, and pricing information displayed on the Platform are derived from third-party sources and algorithmic models. Truffle does not guarantee the accuracy, completeness, or timeliness of any data. You acknowledge that private market data is inherently uncertain and may differ materially from actual transaction prices.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SLOPSHOP INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR TRADING LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MITHRIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MITHRIL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO MITHRIL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

12. Indemnification

You agree to indemnify, defend, and hold harmless Slopshop Inc. and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any transaction or activity conducted through or in connection with the Platform.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.

For any claim where the total amount sought is less than $10,000, either party may elect to resolve the dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Each party shall bear its own costs in any arbitration or litigation.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Slopshop Inc.

14. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon termination, your right to use the Platform ceases immediately. Sections 3, 5, 8, 10, 11, 12, and 13 shall survive any termination of these Terms.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to specific features of the Platform, constitute the entire agreement between you and Truffle with respect to the Platform and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

17. Contact

If you have questions about these Terms, please contact us at legal@truffle.tech.