Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between you and the Foundation (“we”, “us”, “our”). They govern your access to and use of (i) the website at mtf.exchange and its informational subdomains (the “Website”); and (ii) the documentation, brand materials, and other content the Foundation makes available through it (together with the Website, the “Services”). By accessing or using the Services, you agree to these Terms.

“You” and “your” mean you as a user of the Services. If you use the Services for an entity, you confirm you are authorised to bind that entity, and “you” includes both you and that entity. A “consumer” means an individual acting wholly or mainly outside that individual’s trade, business, craft, or profession; where you are a borderline or unclear case, you are treated as a consumer for the purposes of these Terms.

The “Protocol” means the MetaFlux Layer-1 blockchain — its validator set, consensus, on-chain order book and clearing logic, and related smart-contract and protocol code. The Protocol is autonomous, decentralised, non-custodial software run by independent validators, and you use it directly through your own wallet and keys. “Contributors” means the independent developers, validators, and other contributors to the Protocol.

01Our role — what we do and do not do

We want to be exact about this, because the rest of these Terms depends on it.

• The Foundation operates the Services — the informational Website and related materials — and nothing more.
• The Foundation does not operate, own, or control the Protocol. We hold no keys, take no custody of any cryptoasset, fiat, or other property, execute no trades, run no order book or matching engine, perform no clearing or settlement, and hold no client money or client assets.
• The Protocol is not part of the Services. We make no representation or warranty about it. Your use of the Protocol is solely between you and the Protocol, at your own risk, through your own wallet and keys.
• Nothing on the Services is a personal recommendation, advice, an offer, a solicitation, or an inducement to engage in investment activity. We provide no investment, financial, legal, accounting, or tax advice, and these Terms do not themselves constitute a financial promotion. Where any content could otherwise amount to a financial promotion within the meaning of section 21 of the Financial Services and Markets Act 2000, it is intended to be communicated, approved, or made available only as and to the extent that an applicable exemption or an authorised approver permits; nothing here is to be read as inviting any person to engage in investment activity in breach of that section.

Whether a communication is a financial promotion is a question of substance, not of labels, and these Terms do not purport to convert any communication into something it is not in law.

02Important notice — disputes

SECTION 08 GOVERNS HOW DISPUTES ARE RESOLVED. IF YOU ARE NOT A CONSUMER (FOR EXAMPLE, YOU USE THE SERVICES FOR A BUSINESS), SECTION 08 REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION IN LONDON UNDER THE LCIA RULES, AND INCLUDES A WAIVER OF CLASS, COLLECTIVE, AND REPRESENTATIVE PROCEEDINGS, TO THE FULLEST EXTENT THE LAW ALLOWS. IF YOU ARE A CONSUMER, THIS DOES NOT APPLY TO YOU: NOTHING IN THESE TERMS REQUIRES A CONSUMER TO ARBITRATE OR TAKES AWAY YOUR RIGHT TO BRING A CLAIM IN COURT, AND NOTHING AFFECTS YOUR NON-EXCLUDABLE STATUTORY RIGHTS.

03Eligibility and prohibited persons

3.1 Eligibility. To use the Services you must be at least 18 years old, have the legal capacity to enter into these Terms, and not be a Prohibited Person. By using the Services, and each time you access them, you represent that you meet these requirements. These access representations are conditions of the licence in Section 05; they are not a substitute for, and the Foundation does not rely on them in place of, the technical and other controls it operates, nor do they shift to you any responsibility that the law places on the Foundation.

3.2 UK retail consumers — crypto-derivatives are restricted. The Services are informational only. The Foundation does not market, distribute, or sell crypto-derivatives — including perpetual futures, futures, options, and contracts for difference referencing cryptoassets — to retail clients in the United Kingdom. This reflects the Financial Conduct Authority’s prohibition on the sale, marketing, and distribution of such products to UK retail clients (Policy Statement PS20/10; COBS 22.6). Access to any crypto-derivatives functionality of the Protocol is intended to be restricted by genuine technical controls (including geolocation and jurisdiction controls), not by self-certification alone. If you are a UK retail client, the crypto-derivatives functionality is not for you, and any representation you make about your status does not operate to waive the protection the law affords you.

3.3 Prohibited Persons. A “Prohibited Person” is any person or entity that is:

• (a) the subject of, or owned or controlled by or acting on behalf of any person subject to, financial sanctions or named on any sanctions or restricted-party list maintained by a competent authority — including the UK Sanctions List, as maintained from time to time by the Foreign, Commonwealth & Development Office (which, from 28 January 2026, is the authoritative UK source in place of the former OFSI Consolidated List), HM Treasury / OFSI, the U.S. Treasury OFAC list of Specially Designated Nationals, the EU Consolidated List, and the UN Consolidated List;
• (b) located in, ordinarily resident in, organised in, or established in any comprehensively sanctioned or embargoed jurisdiction (a “Sanctioned Jurisdiction”) — including, without limitation, Russia, Belarus, Iran, North Korea (DPRK), Syria, Cuba, and the non-government-controlled territories of Ukraine (Crimea and the occupied areas of Donetsk, Luhansk, Kherson, and Zaporizhzhia). This list is illustrative, not exhaustive, and tracks the UK Sanctions List as maintained from time to time; or
• (c) a resident or citizen of, or located in, the United States of America or any other jurisdiction in respect of which the Foundation restricts access from time to time, or otherwise acting for the benefit of any person described in (a) or (b).

3.4 Ongoing sanctions and conduct representations. By using the Services, and on each access, you represent that you are not a Prohibited Person; that your funds are not the proceeds of crime; and that you will not use the Services for money laundering, terrorist financing, sanctions evasion, fraud, market abuse, or any other unlawful purpose. The Foundation and Contributors may refuse, restrict, suspend, or terminate access to comply with sanctions or other law, or where they reasonably suspect a breach of this Section, and may cooperate with and respond to lawful requests from law-enforcement and regulatory authorities. The Foundation operates sanctions and access screening as a control; this representation supplements, and does not replace, that control.

3.5 Your responsibility. You are responsible for complying with the laws of any jurisdiction from which you access the Services and for determining whether your use is lawful where you are. This does not relieve the Foundation of any duty the law places on it.

04The Protocol is not the Services; licence; restrictions

4.1 The Protocol is not the Services. As stated above, the Protocol is public, autonomous, non-custodial software run by independent validators. It is not part of the Services, and the Foundation makes no representation or warranty in respect of it. Parts of the Protocol or the Services may be released under open-source or source-available licences; nothing in these Terms overrides those licences. The disclaimers and limitations in Section 07 apply equally, mutatis mutandis, to any use you make of the Protocol.

4.2 Licence to use the Website. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your own personal or internal use. Access to the Services may be interrupted, suspended, restricted, or discontinued. If you are a consumer, we will give you reasonable notice of any suspension or discontinuation except where we need to act immediately for legal, security, or technical reasons, or for your breach. Subject to paragraph 7.5 (“Liabilities we do not exclude”), and to the extent permitted by law, we are not liable for any loss arising from an inability to access the Services that is not caused by our breach or negligence.

4.3 Restrictions. Except as permitted by applicable law or with our written permission, you must not: (a) copy, modify, distribute, sell, or create derivative works from the Services other than as expressly permitted; (b) remove or alter any proprietary notice; (c) use bots, scrapers, or other automated means to access or extract data in a way that burdens or disrupts the Services; (d) attempt to gain unauthorised access to, interfere with, or disrupt the Services or any connected systems, wallets, or networks; (e) circumvent any geographic restriction, eligibility control, or content protection; (f) introduce malware or other harmful code; (g) impersonate any person or misrepresent your affiliation; (h) manipulate any market, including through wash trading, spoofing, layering, momentum ignition, or any other deceptive, manipulative, or fraudulent trading practice; or (i) use the Services or the Protocol in breach of any applicable law.

4.4 Interactions with other users. You are responsible for your dealings, interactions, and trades with other users and counterparties. The Foundation is not a party to, and is not responsible for, any dispute between you and another user or any on-chain transaction. Subject to paragraph 7.5, and to the fullest extent permitted by law, you release the Foundation and the other Protected Persons (defined in Section 07) from claims arising out of such disputes — but this release does not exclude or limit liability for our own negligence, our own breach, or any liability described in paragraph 7.5.

4.5 Tax. You are responsible for determining what, if any, taxes apply to your activities and for reporting and remitting them. Neither the Foundation nor any Contributor collects, withholds, reports, or remits taxes on your behalf, and nothing in the Services is tax advice.

05Ownership and feedback

The Services — including their look and feel, text, graphics, logos, and the MetaFlux name and marks — are protected by intellectual-property laws and are owned by the Foundation, the Contributors, or their respective licensors. You must not act inconsistently with that ownership. Any feedback, bug report, or suggestion you provide may be used by the Foundation and the Contributors for any purpose without obligation or compensation to you, and you assign to the Foundation all rights in such feedback to the extent assignable, and waive any moral rights in it to the extent permitted by law.

06Third-party services and materials; privacy

6.1 Third-Party Materials. The Services may link to or make available services, content, and materials from third parties — including wallets, RPC and node providers, bridges (such as Circle’s CCTP), block explorers, and other blockchains (“Third-Party Materials”). These are provided as a convenience and are not endorsed by the Foundation. Your use of Third-Party Materials is governed solely by the relevant third party’s own terms and privacy policy. Subject to paragraph 7.5, and to the fullest extent permitted by law, the Foundation is not responsible for any Third-Party Materials, including how they handle your data and the security or availability of any wallet, bridge, or node; this does not exclude or limit liability for our own negligence, our own breach, or any liability described in paragraph 7.5.

6.2 Privacy. Our Privacy Policy explains the personal data the Foundation processes when you use the Services, the lawful bases on which we rely, your rights under UK data-protection law, and how to contact us and the Information Commissioner’s Office. The Privacy Policy is incorporated into these Terms by reference. As with these Terms, the Privacy Policy covers the Services; it does not cover the autonomous on-chain processing carried out by the Protocol, which the Foundation does not control and which, by design, is immutable.

07Disclaimers, assumption of risk, limitation of liability, and indemnity

7.1 Protected Persons. “Protected Persons” means the Foundation and each of its current and former officers, council members, employees, agents, contractors, and professional advisers, and the independent developers, validators, and Contributors to the Protocol. Subject to Section 08 and the Contracts (Rights of Third Parties) Act 1999, each Protected Person may rely on and enforce the disclaimers, releases, exclusions, and limitations in these Terms. The consumer-facing disapplications in paragraphs 7.6, 7.7, and 7.9 apply equally to claims a consumer brings against any Protected Person.

7.2 “As is”. To the fullest extent permitted by law, the Services are provided “as is” and “as available”, and we and the other Protected Persons disclaim all warranties, conditions, and representations, whether express, implied, or statutory — including as to title, accuracy, completeness, availability, reliability, security, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be accurate, complete, secure, uninterrupted, or error-free. Nothing in the Services is financial, investment, legal, or tax advice. This paragraph does not affect any statutory right of a consumer that cannot be excluded or modified by agreement (see paragraph 7.4).

7.3 Assumption of risk. By using the Services or the Protocol, you represent that you have sufficient knowledge and experience to evaluate the risks of blockchain technologies, digital assets, and leveraged derivatives, and you accept those risks — including: total loss of funds; the risk that digital assets may have little or no value; loss of private keys; smart-contract, oracle, and bridge vulnerabilities; liquidation and auto-deleveraging (ADL); consensus or network attacks; forks and sudden changes to protocol rules; adverse regulatory action; tax exposure; and extreme market volatility. Crypto-derivatives are high-risk; you can lose more than you deposit. You alone decide whether to transact. This paragraph is subject to paragraph 7.5.

7.4 Your consumer rights (which we do not take away). If you are a consumer, you have statutory rights that these Terms do not exclude or limit. In particular, under the Consumer Rights Act 2015, any service we supply must be performed with reasonable care and skill (s.49); information we give you about ourselves or the service, which you rely on, is binding (s.50); and any digital content we supply must be of satisfactory quality, fit for purpose, and as described (ss.34–36). You also have remedies if those standards are not met, and rights under the Consumer Protection from Unfair Trading Regulations 2008 and the Digital Markets, Competition and Consumers Act 2024 if you are misled. Nothing in these Terms affects those rights, and where any term conflicts with them, your statutory rights prevail.

7.5 Liabilities we do not exclude. NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY, OR THE LIABILITY OF ANY PROTECTED PERSON, WHERE IT WOULD BE UNLAWFUL TO DO SO. This includes liability for: (a) death or personal injury caused by negligence (Unfair Contract Terms Act 1977 s.2(1); Consumer Rights Act 2015 s.65); (b) fraud or fraudulent misrepresentation; (c) any breach of the statutory rights of a consumer that cannot be excluded or restricted under the Consumer Rights Act 2015 (including the terms implied by ss.34–36 and ss.49–57) or other applicable law; and (d) any other liability that cannot lawfully be excluded or limited. Every other paragraph of this Section applies subject to, and does not affect, this paragraph 7.5.

7.6 Exclusion of certain losses (non-consumers). Subject to paragraph 7.5, and except where you are a consumer, we and the other Protected Persons will not be liable for: loss of profit, revenue, business, goodwill, or anticipated savings; loss of or damage to data; loss of or inability to access digital assets; trading, liquidation, or market losses; or any indirect or consequential loss — in each case arising out of or in connection with the Services, the Protocol, or these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. If you are a consumer, we are liable for foreseeable loss and damage we cause by breaking this contract or by failing to use reasonable care and skill, and we do not exclude that liability.

7.7 Liability cap (non-consumers only). IF YOU ARE NOT A CONSUMER, AND SUBJECT TO PARAGRAPH 7.5, THE TOTAL AGGREGATE LIABILITY OF THE FOUNDATION AND THE PROTECTED PERSONS TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS IN ANY 12-MONTH PERIOD IS LIMITED TO THE GREATER OF (a) THE TOTAL AMOUNT YOU PAID US FOR THE SERVICES IN THAT PERIOD AND (b) TEN THOUSAND POUNDS STERLING (GBP 10,000). This cap reflects a deliberate, proportionate allocation of risk between commercial parties — including the price (if any) of the Services, the availability of the parties’ own insurance, and the fact that on-chain trading risk lies with the user and the Protocol, not the Foundation — and is intended to be reasonable for the purposes of the Unfair Contract Terms Act 1977. This cap does not apply to consumers, and does not apply to any liability described in paragraph 7.5. The amount and basis of this cap should be confirmed as genuinely negotiated and reasonable before launch.

7.8 Consumer-preservation rider. If you are a consumer: the limitations and exclusions in this Section that are expressed to apply to non-consumers do not apply to you; our liability to you is limited only to the extent permitted by law; nothing in these Terms deprives you of the protection of the mandatory consumer-protection laws of your country of residence; and any term found to be unfair under the Consumer Rights Act 2015 will not bind you, while the remaining Terms continue to apply.

7.9 Indemnity. If you are not a consumer, you will indemnify the Protected Persons against losses, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) your breach of these Terms; (b) your violation of any law or any third party’s rights; or (c) your fraud, wilful misconduct, or negligence — except to the extent the loss is caused by the Foundation’s own breach or negligence, for which you do not indemnify us. If you are a consumer, no indemnity applies; you are liable only under ordinary principles of damages for your own breach of these Terms or your own unlawful or fraudulent conduct.

08Dispute resolution

8.1 Scope. This Section applies only to disputes between you and the Foundation arising out of or in connection with the Services or these Terms. The Protocol is autonomous, decentralised, non-custodial software operated by independent validators; the Foundation does not operate, control, take custody through, or execute trades on the Protocol; the Protocol is not part of the Services; and disputes concerning on-chain Protocol activity are not disputes with the Foundation.

8.2 Informal resolution first. Before commencing arbitration or court proceedings, the parties will attempt in good faith to resolve the dispute by written notice to hello@mtf.exchange followed by a 30-day negotiation period. This precondition does not apply where a party seeks urgent interim or injunctive relief, and does not prevent a consumer from exercising any statutory right or from bringing proceedings in court.

8.3 Arbitration agreement (non-consumer users). Subject to the consumer carve-out in paragraph 8.6, any dispute arising out of or in connection with these Terms or the Services, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales. Save as required to enforce or challenge an award, or as required by law, the arbitration and any award are confidential — except that confidentiality may not be used to conceal conduct that causes systemic harm to consumers or the public, and does not bar disclosure to a regulator or court.

8.4 Governing law of the arbitration agreement. The law governing the arbitration agreement in this Section is the law of England and Wales.

8.5 Class-action / collective-proceedings waiver (non-consumers). To the fullest extent permitted by law, claims by non-consumers must be brought in a party’s individual capacity and not as a claimant or class member in any purported class, collective, group, representative (including under CPR 19.8), or consolidated proceeding, and the arbitral tribunal may not consolidate claims or preside over any class or representative proceeding. This waiver governs only the parties’ own conduct and does not purport to bind any non-party. NOTHING IN THIS WAIVER APPLIES TO OR RESTRICTS ANY OPT-OUT COLLECTIVE PROCEEDINGS BEFORE THE COMPETITION APPEAL TRIBUNAL UNDER THE COMPETITION ACT 1998, OR ANY OTHER RIGHT THAT CANNOT LAWFULLY BE WAIVED. If any part of this waiver is held unenforceable, that part is severed; if the prohibition on class or representative arbitration is held unenforceable, the dispute will instead be resolved by the courts under paragraph 8.7.

8.6 Consumer carve-out. If you are a consumer, the arbitration agreement and the class-action waiver in this Section do not apply to you. Nothing in these Terms requires you to arbitrate or deprives you of any right to bring proceedings in respect of these Terms or the Services in the courts of England and Wales or, where applicable, the courts of your country of residence. Under section 91 of the Arbitration Act 1996 and the Unfair Arbitration Agreements (Specified Amount) Order 1999, a term requiring a consumer to arbitrate a claim for a pecuniary remedy not exceeding GBP 5,000 is automatically unfair and not binding; and a pre-dispute arbitration or class-waiver term is in any event open to challenge as unfair under Part 2 of the Consumer Rights Act 2015. For the avoidance of doubt, the Foundation does not seek to bind any consumer to arbitration or to waive any consumer’s right to participate in representative or collective proceedings. This carve-out does not affect any statutory right you may have to use an alternative-dispute-resolution or ombudsman scheme.

8.7 Court jurisdiction and exceptions. For (i) consumers, (ii) any application for interim, injunctive, or equitable relief or to enforce an award, (iii) intellectual-property disputes, (iv) small-claims matters brought individually, and (v) any dispute found not to be arbitrable, the courts of England and Wales have jurisdiction — save that a consumer may also bring proceedings in the courts of the part of the United Kingdom in which the consumer is domiciled, and the Foundation may bring proceedings against a consumer only in those courts.

09Additional provisions

9.1 Third-party rights (Contracts (Rights of Third Parties) Act 1999). Except for the rights expressly granted to Protected Persons in these Terms, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them. The consent of any Protected Person or other third party is not required to vary, rescind, or terminate these Terms.

9.2 Changes. We may change these Terms for a valid reason — for example, to reflect changes in law, the Services, or security, or to add or remove features. We will take reasonable steps to notify you of material changes via the Website. If you are a consumer, we will give you reasonable advance notice of a material change and the right to end this agreement and stop using the Services before the change takes effect, without detriment; we will not deem your silence to be acceptance of a material change that disadvantages you. For non-consumers, continued use of the Services after a change takes effect is acceptance of the updated Terms. The “Last revised” date will change accordingly.

9.3 Termination. The licence in Section 04 terminates automatically on any breach of these Terms, and access to the Services may be suspended or discontinued. Where you are a consumer, we will give reasonable notice except where we need to act immediately for legal, security, or technical reasons, or for your breach. Provisions that by their nature should survive (including paragraphs 3.5, 4.4, 4.5, Sections 05, 06, 07, 08, and 09) survive termination.

9.4 Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, government action, network or infrastructure failure, or loss of connectivity or power. If you are a consumer, this does not affect any right you have to a refund or remedy where we are unable to provide what was agreed.

9.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer ours, provided that, if you are a consumer, such assignment will not reduce the guarantees you benefit from under these Terms or applicable law.

9.6 Entire agreement; non-reliance. These Terms (with the Privacy Policy) are the entire agreement between you and us in relation to the Services. If you are not a consumer, you acknowledge that in entering into these Terms you have not relied on any statement, representation, or assurance that is not set out in them; this acknowledgement does not exclude liability for any pre-contract statement actually made, and any such limitation applies only so far as it is reasonable under section 3 of the Misrepresentation Act 1967 and the Unfair Contract Terms Act 1977. If you are a consumer, this non-reliance acknowledgement does not apply to you, and nothing in these Terms excludes or limits our liability for fraudulent, negligent, or innocent misrepresentation. Nothing in this clause limits or excludes any liability that cannot be excluded or limited by law.

9.7 Severability. If any provision (or part of a provision) is found to be invalid, unenforceable, or unfair (including as against a consumer under Part 2 of the Consumer Rights Act 2015), it will be severed or read down to the minimum extent necessary, and the remaining provisions continue in full force. Severance of any exclusion, limitation, waiver, or the arbitration agreement does not affect paragraph 7.5 (“Liabilities we do not exclude”) or the remainder of these Terms.

9.8 No waiver. No failure or delay in exercising any right is a waiver of it, and no waiver of any breach is a waiver of any other.

9.9 Governing law and jurisdiction. These Terms, and any dispute, claim, or obligation (including any non-contractual dispute, claim, or obligation) arising out of or in connection with them, their subject matter, the Services, or their formation, are governed by and construed in accordance with the law of England and Wales. Jurisdiction is dealt with in Section 08. Nothing in this clause deprives a consumer of the protection of the mandatory consumer-protection laws of their country of residence.

9.10 Contact. Questions about these Terms: hello@mtf.exchange.