TruMarket Liquidity Provider Terms & Conditions
Effective Date: July 2025 Last Updated: July 2025 Version: 2.0
IMPORTANT NOTICE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING. BY PARTICIPATING AS A LIQUIDITY PROVIDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
THESE TERMS CONTAIN IMPORTANT PROVISIONS, INCLUDING AN ARBITRATION AGREEMENT AND WAIVER OF JURY TRIAL. PLEASE REVIEW SECTION 15 (DISPUTE RESOLUTION) CAREFULLY.
INVESTMENT WARNING: PARTICIPATION AS A LIQUIDITY PROVIDER INVOLVES SUBSTANTIAL RISK. ENSURE THIS ROLE IS SUITABLE FOR YOUR FINANCIAL SITUATION AND RISK TOLERANCE.
---
1. Definitions and Interpretation
1.1 Definitions
For the purposes of these Terms and Conditions (“Terms”), the following definitions shall apply:
Agreement: These Terms and Conditions, as may be amended from time to time in accordance with Section 16.
AGRO SMART CONTRACTS, LDA or Company: AGRO SMART CONTRACTS, LDA, a private limited liability company incorporated under the laws of Portugal, with registered office at Avenida Engenheiro Duarte Pacheco, Número 19, R/C S4, Lisboa 1070-100, Portugal.
Digital Asset: Any digital asset, including virtual currencies or tokens, built on top of a cryptographic protocol of a computer network.
Liquidity Pool: The unified USDC staking pool maintained by the Platform to finance agricultural trades and provide liquidity.
Liquidity Provider or LP or You: Any person or entity that stakes USDC tokens in the TruMarket Liquidity Pool.
Platform: The TruMarket blockchain-based platform for agricultural trade financing, including its websites, applications, smart contracts, and services.
Services: All services provided by TruMarket through the Platform, including USDC staking, agricultural trade financing, and related functionalities.
USDC-TRU3 Token: The token representing a liquidity position in the USDC pool, minted 1:1 with USDC contributions.
USDC: USD Coin, a stablecoin pegged to the United States dollar.
1.2 Interpretation
In these Terms, unless the context otherwise requires:
References to “including” are not limiting.
Section references are to sections of these Terms.
Headings are for convenience only and do not affect interpretation.
2. Platform Overview and Business Model
2.1 TruMarket Platform
TruMarket operates a blockchain-based platform connecting local producers with institutional buyers, providing traceability and access to financing.
2.2 Liquidity Provider Role
Liquidity Providers stake USDC in the unified Liquidity Pool and receive returns generated by trade fees.
2.3 Revenue Model
TruMarket charges an 8% fee on the total value of agricultural trades facilitated through the Platform, allocated among LP returns, operations, token buy-backs, and an insurance fund.
3. Eligibility and Account Requirements
3.1 Eligibility Criteria
To participate as an LP, you must:
Be at least 18 years old.
Have legal capacity to enter this Agreement.
Complete all KYC/AML verification procedures.
3.2 Prohibited Jurisdictions
Services are not available to residents or citizens of the United States or other jurisdictions prohibited by applicable law or regulation.
3.3 Account Registration and Verification
You must create an account on the Platform and complete KYC/AML verification. We may request additional documentation at any time.
3.4 Account Security
You are responsible for securing your account credentials and preventing unauthorized access.
4. Liquidity Provision Mechanism
4.1 USDC Staking Process
Stake USDC into the unified Liquidity Pool through the Platform interface to become an LP.
4.2 Minimum and Maximum Contribution
Content for this section needs to be provided. The Platform may establish minimum and maximum contribution amounts, displayed in the interface.
4.3 Pool Utilization
Staked USDC funds are used to finance agricultural trades, optimizing capital efficiency.
5. Returns and Yield Structure
5.1 Dynamic APY System
LPs earn a dynamic Annual Percentage Yield (APY) based on base rates and adjustment factors.
5.2 Risk-Based Adjustments
The base APY is adjusted for pool fill levels, counterparty credit scores, geographic risk, seasonal risk, and product type risk.
5.3 Return Distribution
Returns are calculated per trade and credited to your account in USDC upon successful completion of financed trades.
5.4 No Guarantee of Returns
Estimated APY ranges are provided for informational purposes only. Actual returns may vary and you may lose some or all of your principal.
6. Risk Disclosures and Warning
6.1 General Investment Risks
Participation involves market, liquidity, technology, and operational risks, potentially leading to financial loss.
6.2 Agricultural Trade Risks
Trade outcomes and returns may be affected by counterparty, commodity, geographic, and political risks.
6.3 Regulatory and Legal Risks
Regulatory changes, securities law classification, and tax issues may affect participation and obligations.
6.4 Smart Contract and Technical Risks
Smart contracts are immutable and may contain errors. Cybersecurity breaches or outages may result in fund loss.
6.5 No Insurance or Protection
Digital assets on the Platform are not insured by FDIC, SIPC, or similar deposit insurance programs.
6.6 Default Management and Recovery
In the event of default due to buyer non-payment, the following procedures will apply:
Default Detection & Fund Freeze: Smart contracts detect missed payments and freeze associated funds.
Notification & Recovery Team Activation: TruMarket notifies LPs and the buyer, and activates a recovery team.
Direct Negotiation & Restructuring: Efforts to cure the default or restructure milestones.
Coface Insurance Claim: Remaining exposure may be submitted to Coface trade-credit insurance.
Residual Loss Allocation: Any shortfall after insurance is allocated pro rata among LPs.
Post-Default Review: Lessons-learned analysis updates risk models.
7. Withdrawal and Redemption Procedures
7.1 Withdrawal Requests
LPs may request withdrawal of their USDC contribution subject to these Terms.
7.2 Processing Timeline
Withdrawal requests are processed within commercially reasonable time based on pool utilization and pending trades.
7.3 Liquidity Constraints
Withdrawals depend on available liquidity. In constrained conditions, allocation may be first-come or pro rata.
7.4 Withdrawal Fees
Reasonable fees may apply to cover operational costs and will be disclosed prior to processing.
7.5 Restrictions on Withdrawals
Withdrawals may be restricted or suspended for system upgrades, security incidents, or regulatory requirements.
8. Platform Fees and Costs
8.1 Platform Fee Structure
An 8% fee on trade value is charged, shared between LP returns, operations, token buy-backs, and insurance.
8.2 Additional Fees
Additional fees for withdrawal processing, account maintenance, premium services, or regulatory compliance may apply.
8.3 Fee Changes
We may modify fees upon 30 days’ notice. Continued participation constitutes acceptance of revised fees.
9. Representations and Warranties
9.1 Your Representations
You have legal capacity, authority, and have consulted advisors regarding participation.
9.2 Source of Funds
You warrant that contributed USDC is not derived from illicit activities.
9.3 Compliance with Laws
You will comply with all applicable laws, including tax, AML, and sanctions regulations.
9.4 Our Representations
We warrant corporate authority, compliance with laws, and commercially reasonable security measures.
10. Limitation of Liability and Disclaimers
10.1 Disclaimer of Warranties
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.
10.2 No Investment Advice
WE DO NOT PROVIDE INVESTMENT, FINANCIAL, TAX, OR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN DECISIONS.
10.3 Limitation of Liability
OUR LIABILITY IS LIMITED TO THE AMOUNT OF USDC YOU HAVE CONTRIBUTED.
10.4 Exclusion of Consequential Damages
IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
10.5 Force Majeure
NEITHER PARTY IS LIABLE FOR FAILURES DUE TO CAUSES BEYOND CONTROL, INCLUDING NATURAL DISASTERS OR TECHNICAL FAILURES.
11. Indemnification
11.1 Your Indemnification Obligations
You agree to indemnify and hold harmless the Company against claims arising from your breach of this Agreement.
11.2 Procedure
We will promptly notify you of indemnifiable claims and allow you to assume defense.
12. Intellectual Property
12.1 Our Intellectual Property
The Platform’s software, content, and trademarks are owned by us or licensors and protected by law.
12.2 Restrictions
You may not copy, modify, distribute, or reverse engineer the Platform.
12.3 Feedback
Feedback you provide may be used by us without obligation.
13. Privacy and Data Protection
13.1 Privacy Policy
Our Privacy Policy governs collection and use of personal information.
13.2 Data Security
Reasonable security measures are implemented, but absolute security cannot be guaranteed.
13.3 Data Retention
Personal data is retained as necessary for business and legal purposes.
14. Compliance and Regulatory Matters
14.1 KYC/AML Compliance
We maintain KYC/AML procedures in accordance with applicable law.
14.2 Sanctions Compliance
You warrant you are not subject to economic sanctions.
14.3 Regulatory Reporting
We may report required information to authorities.
14.4 Cooperation with Authorities
You agree to cooperate with legal investigations or inquiries.
15. Dispute Resolution
15.1 Binding Arbitration
Disputes are resolved by ICC arbitration in London, under English law.
15.2 Arbitration Procedures
Arbitration follows the ICC Rules of Arbitration in English.
15.3 Class Action Waiver
You waive the right to participate in class actions.
15.4 Jury Trial Waiver
You waive the right to a jury trial.
15.5 Exceptions
Parties may seek injunctive relief in court to protect confidential information.
15.6 Costs and Fees
Each party bears its own costs, except as otherwise permitted by law.
16. Amendment and Modification
16.1 Right to Amend
We may amend this Agreement; changes are effective 30 days after notice.
16.2 Acceptance of Amendments
Continued participation constitutes acceptance of amendments.
16.3 No Waiver
Failure to enforce a provision does not waive future enforcement.
17. Termination
17.1 Termination by You
You may terminate this agreement at any time by providing written notice.
You may terminate participation at any time by withdrawing contributions.
17.2 Termination by Us
We may terminate your participation for breach, legal requirements, or operational risk.
17.3 Effect of Termination
Upon termination, your rights end but obligations accrued remain.
17.4 Survival
Sections 9, 10, 11, 12, 15, and 18 survive termination.
18. General Provisions
18.1 Governing Law
This Agreement is governed by the laws of Portugal.
18.2 Jurisdiction
Lisbon courts have exclusive jurisdiction, subject to arbitration.
18.3 Severability
Invalid provisions are severed without affecting the remainder.
18.4 Entire Agreement
This Agreement and Privacy Policy constitute the entire agreement.
18.5 Assignment
Rights and obligations are not assignable without consent.
18.6 Force Majeure
Neither party is liable for delays or failures due to force majeure.
18.7 Notices
Notices may be delivered by email, postal mail, or Platform interface.
18.8 Language
The English version controls in case of translation conflicts.
18.9 Electronic Signatures
Electronic signatures have the same effect as ink signatures.
19. Contact Information
If you have any questions about this Agreement or the Services, please contact us at:
Headquarters
AGRO SMART CONTRACTS, LDA. Avenida Engenheiro Duarte Pacheco, Número 19, R/C S4 Lisboa, Santo António, Portugal, 1070-100 Email: legal@trumarket.tech
20. Acknowledgment and Acceptance
By participating as a Liquidity Provider on the TruMarket Platform, you acknowledge that:
You have read and understood this Agreement in its entirety;
You have had the opportunity to consult with legal, financial, and tax advisors;
You understand the risks associated with liquidity provision and digital assets;
You agree to be bound by all terms and conditions set forth in this Agreement;
You consent to the collection and use of your information as described in our Privacy Policy;
You waive any right to trial by jury and agree to binding arbitration as set forth in Section 15.
If you do not agree to these Terms, do not participate as a Liquidity Provider on the Platform.
© 2025 AGRO SMART CONTRACTS, LDA. All rights reserved.
Last updated