Terms of Use

1. General Provisions and Acceptance of Terms

1.1. Parties

These Terms of Use (hereinafter referred to as the "Agreement") govern access to and use of the Trely digital platform (hereinafter referred to as the "Platform"), operated by:

TRELY GO PORTAL L.L.C S.O.C
License No. 1516238
United Arab Emirates
Email: legal@trely.io

(hereinafter referred to as the "Company").

1.2. Scope of Platform

The Platform includes, but is not limited to:

• website;
• user personal accounts;
• mobile applications (current and future);
• API and integration solutions;
• transaction processing services;
• identification and verification systems (KYC/AML);
• any additional digital services, features, and products launched by the Company within the Trely ecosystem.

The Company reserves the right to modify, update, suspend, or discontinue certain Platform features at its discretion.

1.3. Legal Nature of Agreement

This Agreement is a legally binding contract between the Company and the user.

The Agreement does not create:

• agency relationships;
• partnership relationships;
• joint activities;
• employment relationships;
• representation;

unless otherwise expressly provided by a separate written agreement.

1.4. Acceptance of Agreement

The user accepts the terms of the Agreement by:

• registering on the Platform;
• checking the consent box (click-wrap acceptance);
• or by actual use of the Platform.

By using the Platform, the user:

• confirms familiarization with the terms;
• accepts them fully and unconditionally;
• confirms their legal capacity;
• confirms the right to enter into legally binding contracts.

If the user does not agree with the terms, they must immediately cease using the Platform.

1.5. Related Documents

The following are integral parts of this Agreement:

• Privacy Policy;
• Cookie Policy;
• Refund Policy;
• Acceptable Use Policy;
• AML/KYC Policy;
• other policies published on the Platform.

In case of conflict, the document specifically governing the relevant relations shall prevail.

1.6. Language

The Agreement may be published in multiple languages. In case of discrepancies, the English version shall prevail.

2. Registration, User Status, and KYC

2.1. Age and Legal Capacity

2.1.1. Use of the Platform is permitted exclusively to persons who have reached 18 (eighteen) years of age.

2.1.2. By registering on the Platform, the user confirms and warrants that they:

• have reached 18 years of age;
• possess full legal capacity;
• have the right to enter into legally binding contracts;
• act on their own behalf or have proper authority to act on behalf of a legal entity;
• are not subject to international sanctions;
• are not included in sanctions lists or prohibited persons lists;
• do not use the Platform on behalf of third parties without disclosing such fact.

2.2. Account Creation and Use

2.2.1. To access Platform functionality, the user must create an account.

2.2.2. The user undertakes to:

• provide accurate, precise, and current information;
• update their data in a timely manner;
• not use false information;
• not register an account on behalf of another person without legal grounds;
• not create more than one account without the Company's written consent;
• not transfer account access to third parties.

2.2.3. The user bears full responsibility for: the security of login, password, and authentication means; all actions performed through their account; any consequences of unauthorized access if caused by the user's fault.

2.3. Mandatory Identification (KYC/AML)

2.3.1. To comply with legal requirements and prevent fraud, money laundering, and financing of prohibited activities, all users must undergo identity verification (KYC).

2.3.2. KYC procedures may include:

• providing an identity document;
• biometric verification (selfie, video identification);
• proof of residence address;
• sanctions and compliance checks;
• source of funds verification;
• periodic re-verification during Platform use.

2.4. Platform Status

2.4.1. Trely operates exclusively as a technological digital platform providing infrastructure for user interaction.

2.4.2. Trely:

• is not a party to transactions between users;
• does not act as agent, commissioner, trustee, or representative of users;
• does not assume obligations to perform contracts between users;
• does not control or guarantee quality, safety, legality, or actual performance of obligations by users.

2.4.3. All transactions are concluded directly between users. Responsibility for: compliance with legislation, performance of obligations, payment of taxes, obtaining permits, is borne by the respective users.

3. Platform Use Rules and Restrictions

3.1. General Principles of Use

3.1.1. The user undertakes to use the Platform: in good faith; lawfully; exclusively in accordance with this Agreement; without violating third-party rights; without causing damage to the Company, users, or Platform infrastructure.

3.1.2. The user bears full personal responsibility for: their actions and inactions on the Platform; concluded transactions; posted content; compliance with applicable legislation in their jurisdiction.

3.2. Prohibited Actions

The user is prohibited from:

• a) using the Platform for any illegal activity;
• b) providing false, misleading, or incomplete information;
• c) circumventing KYC, AML, or other compliance mechanisms;
• d) using nominees or others' documents;
• e) committing fraudulent operations or attempting them;
• f) interfering with Platform operation, including hacking attempts, DDoS attacks, reverse engineering, scraping, data harvesting;
• g) using automated systems (bots, scripts, parsers) without written permission;
• h) violating sanctions regimes, export controls, or other international restrictions;
• i) actions aimed at circumventing Platform fees, including concluding transactions outside the Platform after establishing contact through it;
• j) using the Platform for money laundering or financing prohibited activities;
• k) posting malicious code, viruses, or other technological threats;
• l) violating intellectual property rights;
• m) abusing refund mechanisms or initiating unjustified chargebacks;
• n) using the Platform in a way that creates excessive load on infrastructure;
• o) copying, reproducing, distributing, or using user data without their consent;
• p) using the Platform to evade tax obligations.

4. Payments, Fees, and Financial Terms

4.1. General Provisions

4.1.1. The Platform may provide technical capability for financial transactions between users through third-party licensed payment providers (PSPs).

4.1.2. All payments are processed exclusively through independent licensed payment organizations.

4.1.3. Trely:

• is not a bank, credit institution, or payment institution;
• does not conduct banking activities;
• does not hold user funds in its own accounts;
• does not process bank cards directly;
• does not provide payment services on its own behalf;
• does not act as a financial intermediary within the meaning of financial legislation.

4.2. Platform Fees

4.2.1. Trely reserves the right to charge fees for Platform use.

4.2.2. Fee amounts: are indicated in the Platform interface; may depend on transaction type; may vary by jurisdiction; may be changed unilaterally by the Company.

4.2.3. Updated fees take effect upon publication or from the date specified in the notice.

4.3. User Obligations for Payment

The user undertakes to:

• use only legitimate sources of funds;
• not initiate unjustified chargebacks;
• not use stolen, forged, or others' payment details;
• comply with the terms of the respective PSP;
• not take actions aimed at circumventing anti-fraud mechanisms.

4.4. Refunds, Disputes, and Chargebacks

4.4.1. Refund conditions are governed by a separate Refund Policy.

4.4.2. Since Trely acts as a technological intermediary platform, disputes between users are resolved directly between them.

4.5. Taxes

4.5.1. The user independently bears responsibility for: calculating and paying taxes; declaring income; complying with currency legislation; complying with their jurisdiction's requirements.

4.5.2. Trely does not act as a tax agent unless otherwise expressly provided by mandatory legal provisions.

5. Limitation of Liability and Disclaimer of Warranties

5.1. Platform Provided "As Is"

5.1.1. The Platform is provided to users on an "as is" and "as available" basis.

5.1.2. To the maximum extent permitted by law, the Company expressly disclaims all warranties, express or implied, including but not limited to: warranty of merchantability; fitness for a particular purpose; non-infringement of third-party rights; uninterrupted operation; security or absence of errors; accuracy, completeness, or currency of information.

The user uses the Platform at their own risk.

5.2. No Liability for User and Third-Party Actions

5.2.1. Trely operates exclusively as technological infrastructure and is not a party to transactions between users.

5.2.2. The Company is not liable for: user actions or inactions; non-performance or improper performance of obligations between users; quality, safety, or legality of transaction subject; losses arising from user interaction; payment provider actions; KYC provider actions; government authority actions; hacker or third-party actions.

5.3. Limitation of Damages Types

To the maximum extent permitted by law, the Company is not liable for: lost profits; loss of revenue; loss of business; loss of customers; loss of data; reputational damage; indirect, incidental, punitive, special, or consequential damages.

5.4. Overall Liability Cap

5.4.1. To the maximum extent permitted by law, the Company's total liability for any claims arising from this Agreement or Platform use is limited to: either fees paid by the user to the Company in the last 6 (six) months, or 100 (one hundred) US dollars, whichever is less.

6. Indemnification

6.1. Indemnification Obligation

The user undertakes to fully indemnify and hold harmless the Company, its directors, officers, employees, contractors, affiliates, and partners from any claims, actions, fines, sanctions, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:

• breach of this Agreement;
• violation of applicable law;
• fraudulent actions;
• use of stolen, illegal, or sanctioned funds;
• initiating unjustified chargebacks or disputes;
• providing false or misleading information;
• violation of third-party rights;
• posting illegal or prohibited content;
• circumventing KYC, AML, or sanctions control procedures;
• abuse of Platform functionality;
• actions that caused regulatory risks for the Company.

7. Intellectual Property

7.1. Company Rights

7.1.1. All rights to the Platform, including: software code; system architecture; algorithms; interfaces; design; databases; texts and graphics; trademarks; domain names; Trely brand; know-how and business model, belong to the Company or are used on lawful grounds.

7.1.2. This Agreement does not grant the user any ownership rights to the Platform.

7.2. Limited User License

7.2.1. The user is granted a limited, non-exclusive, non-transferable, revocable license to use the Platform exclusively for purposes provided by this Agreement.

7.2.2. The user may not: copy the Platform or its elements; distribute its materials; modify software code; reverse engineer; decompile or extract source code; create derivative products; use the brand without written permission; perform scraping, data mining, or systematic data extraction.

7.3. User Content

7.3.1. The user retains rights to content they post.

7.3.2. By posting content, the user grants the Company a royalty-free, non-exclusive, global, sublicensable license to: store; process; reproduce; display; adapt; use in marketing materials (without disclosing personal data); use for Platform operation and promotion.

8. Access Suspension and Agreement Termination

8.1. Company's Right to Suspend

8.1.1. The Company reserves the right to temporarily restrict or suspend user access to the Platform in whole or in part in case of: breach of this Agreement; suspicion of fraud; non-compliance with KYC/AML requirements; sanctions risks; regulatory requests; security threats to the Platform; abuse of refund mechanisms; attempts to circumvent fees; using the Platform for illegal purposes; risk of damage to the Company or third parties.

8.1.2. Suspension may be made without prior notice.

8.2. Company's Right to Terminate

8.2.1. The Company reserves the right to unilaterally terminate this Agreement and delete the user account: upon material breach of terms; upon repeated violations; upon providing false data; upon inability to complete KYC; upon regulatory restrictions; upon Platform discontinuation; on other grounds permitted by applicable law.

8.3. User's Right to Terminate

8.3.1. The user may cease using the Platform and delete their account at any time.

8.3.2. However, termination does not release the user from: performing previously assumed obligations; settling incomplete transactions; undergoing regulatory checks; fulfilling indemnification obligations.

8.4. Consequences of Termination

After termination: access to the Platform ceases; license to use the Platform is revoked; obligations regarding confidentiality, limitation of liability, indemnification, and dispute resolution continue to apply; the Company may retain data within limits established by law and Privacy Policy.

9. Governing Law and Dispute Resolution

9.1. Governing Law

This Agreement is governed by and shall be construed in accordance with the law of Dubai International Financial Centre (DIFC), without regard to conflict of laws rules.

9.2. Mandatory Pre-Dispute Procedure

9.2.1. In case of a dispute, the parties undertake to make good faith efforts to resolve it through negotiations.

9.2.2. The user must send a written notice to: legal@trely.io.

9.2.3. The parties conduct negotiations for at least 30 (thirty) calendar days from the notice date.

9.3. Exclusive Jurisdiction

9.3.1. If the dispute is not resolved through negotiations, it shall be subject to exclusive jurisdiction of DIFC Courts.

9.3.2. The user: irrevocably agrees to DIFC Courts jurisdiction; waives objections on forum non conveniens grounds; recognizes DIFC as proper and convenient venue for dispute resolution; agrees to enforcement of DIFC Courts decisions in any applicable jurisdiction.

9.4. Class Action Waiver

To the maximum extent permitted by law, the user agrees that: any claims are considered exclusively on an individual basis; the user waives participation in class, group, or representative actions; consolidation of claims from multiple users is not permitted; the user waives the right to jury trial if such right applies.

9.5. Limitation Period

Any claim related to Platform use must be filed no later than 12 (twelve) months from the date the claim arose, unless a different period is established by mandatory legal provisions.

10. Miscellaneous Provisions

10.1. Entire Agreement

This Agreement together with documents referenced herein (including Privacy Policy, Cookie Policy, Refund Policy, Acceptable Use Policy, and AML/KYC Policy) constitutes the complete and exclusive agreement between the Company and the user and supersedes any prior understandings, representations, warranties, or agreements, written or oral.

10.2. Agreement Changes

10.2.1. The Company reserves the right to modify, supplement, or update this Agreement at any time at its discretion.

10.2.2. The updated version is published on the Platform with the effective date indicated.

10.2.3. Continued use of the Platform after changes take effect means unconditional user acceptance of the updated version.

10.3. Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, this does not affect the validity of other provisions. The invalid provision shall be replaced with a provision closest in legal and economic meaning.

10.4. Assignment

10.4.1. The user may not transfer or assign their rights and obligations under this Agreement to third parties without the Company's written consent.

10.4.2. The Company may transfer this Agreement in whole or in part to: a successor; in corporate restructuring; upon business sale; upon investment attraction; to affiliates. Such transfer does not require additional user consent.

10.5. Electronic Form and Evidence

10.5.1. The parties recognize the legal force of: electronic acceptance of terms; electronic notices; electronic signatures; Platform logs and technical records.

10.5.2. Company's electronic records are considered proper evidence of Platform use and acceptance of terms.

10.6. Force Majeure

The Company is not liable for failure to perform obligations due to force majeure circumstances, including but not limited to: natural disasters; military actions; sanctions restrictions; government authority actions; infrastructure failures; payment system interruptions; cyber attacks; communication outages.

10.7. No Waiver

Company's non-exercise of any right or remedy under this Agreement does not constitute a waiver of such right in the future. Any waiver of right is valid only if in writing.

10.8. No Third-Party Beneficiaries

This Agreement does not create rights for third parties except as expressly provided herein.

10.9. Nature of Relationship

Nothing in this Agreement creates between the parties: agency relationships; partnership; joint activities; employment relationships; representation.

10.10. Headings

Section headings are provided for convenience only and do not affect interpretation of Agreement provisions.

10.11. Language

This Agreement may be published in multiple languages. In case of discrepancies, the English version shall prevail.