FIRST. Definitions
Virtual Assets. Virtual assets are digital representations of value that can be electronically exchanged or transferred, and that function as a medium of exchange, store of value, or unit of account.
They are not necessarily linked to currencies issued by governments and often use blockchain technology or other decentralized systems to ensure their security and transparency.
TruBit. TruBit shall be understood to mean any of the companies mentioned below, which shall only be understood as signatories and bound to comply with this contract if they are expressly indicated in Annex A of this Contract.
The companies that make up the TruBit business group and that provide the Ramp service are:
Momentum Pagos SAU for Argentina
Nebula Networks, S.A. de C.V. for Mexico
Momentum Pay INC, for USA
Galactic Holdings INC. for USA
Momentum Pagos, S.A.C. for Peru
Trubit Servicios Digitais LTDA for Brazil
Momentum Pagos SAS for Colombia
Likewise, the Client acknowledges and accepts that the services related to operations in virtual assets, including but not limited to exchange, custody, delivery of returns derived from holding resources on the platform, as well as any other operation linked to virtual assets, will be provided exclusively by TruBit LTD, so, in order to know how TruBit LTD carries out the processing of virtual assets, it is necessary to consult the Terms and Conditions, which are available at https://help.trubit.com/en/articles/6524721-trubit-user-agreement.
COBO. Allows the Client to receive payments for commercial activities such as goods and services, on behalf of another party.
Applicable jurisdictions: Mexico, Argentina, Brazil, Colombia, Peru, USA, Europe.
POBO. Allows the Client to make payments for commercial activities such as goods and services, on behalf of another party, where commercial justification is required for each payment.
Applicable jurisdictions: Mexico, Argentina, Brazil, Colombia, Peru, USA, Hong Kong, Europe.
RELIANCE. In this case, TruBit carries out a review of the Client's relevant processes in order to corroborate its capabilities in terms of Money Laundering Prevention, risk control measures, and general compliance infrastructure.
Once approved, the responsibility for carrying out Client reviews is delegated to the Client to carry out directly.
Applicable Jurisdictions: Mexico, Argentina, Brazil, Colombia, Peru.
Ramp. "Ramp" shall be understood to mean the mechanisms, services, tools, or processes that allow the conversion between legal tender currencies and virtual assets, and vice versa.
This term includes, but is not limited to, the following categories:
On-Ramp: Services that facilitate the incorporation of monetary resources in legal tender currencies into the virtual asset ecosystem, by converting said resources into digital assets, such as cryptocurrencies or other equivalent virtual instruments.
Off-Ramp: Services that allow the extraction or withdrawal of resources from the virtual asset ecosystem, through the conversion of said digital assets into legal tender currencies.
VAI. In the VAI model, Clients can trade and manage virtual assets directly through the TRUBIT service.
Applicable jurisdictions: Mexico, Argentina, Brazil, Colombia, Peru, Chile, USA, Europe.
Type of Service. The service that the Client chooses from among those indicated in subsections C, D, E, and F of this section, and that is indicated through Annex A of this Contract.
Fiat: Refers to any legal tender currency issued by a government or monetary authority, recognized as an official means of payment and mandatory acceptance for the cancellation of financial obligations, in accordance with applicable law.
Applicable Jurisdiction. The Jurisdiction(s) that the Client chooses to operate through as indicated in Annex A of this Contract.
KYC. (Know Your Customer) It is the process to carry out the identification of a natural person Client.
KYB. (Know Your Business) It is a process used by companies to verify the identity and legitimacy of the organizations with which they do business.
OTC. It is the model where the purchase and sale operations of virtual assets are carried out directly between the parties involved, without the intermediation of a market or public exchange platform.
This will be carried out through the means that the Client agrees with the TruBit executive.
Dashboard. It will be understood as the access provided to Clients to a technological platform through which they can carry out, autonomously, the operations allowed according to the applicable terms and conditions.
Each Client will have a unique user identifier ("UID") and a personal password, being solely responsible for the management and security of said credentials, as well as the operations carried out through the platform.
API. API shall be understood to mean the application programming interface provided by the TruBit platform, which allows Clients to automate the execution of operations related to virtual assets.
Through the API, Clients can interact with the platform's systems in a programmed manner and in accordance with the applicable terms and conditions.
The use of the API is subject to the exclusive management by the Clients of the associated credentials and keys, as well as the configuration and execution of the automated instructions resulting from its integration.
The operations carried out through the API will be the sole responsibility of the Client, including any action derived from errors in the configuration or improper use thereof.
Wallet. The technological tool, whether software, hardware, or a combination of both, intended for the storage, management, and administration of virtual assets and the private keys associated with said assets.
The Wallet allows the Client to carry out operations related to virtual assets, including, but not limited to, the receipt, sending, transfer, and custody thereof.
Market Hour. Market Hours shall be understood to mean the period during which the foreign exchange market (FOREX) is actively operating, allowing transactions to be carried out.This schedule is determined by the opening and closing of the main global financial markets according to the location where the service is provided, which guarantees liquidity and activity in currency trading.
Market Hours may be subject to variations depending on the time zones of the regions in which the markets operate and may be affected by holidays or exceptional circumstances.
Clients are responsible for verifying the applicable hours before carrying out operations.
Down Market Hour. Down Market Hours shall be understood to mean the period during which the foreign exchange market (FOREX) is not actively operating, which implies less availability to carry out transactions due to the closure of the main global financial markets.
This schedule may coincide with the periods between market sessions or with holidays on which there is no significant trading activity.
During Down Market Hours, trading conditions, such as liquidity and spreads, can vary considerably.
Clients are responsible for considering these conditions before planning operations during these periods.
SECOND. Purpose
TruBit, once the necessary requirements have been met to be able to provide any of the services described in this Contract, will provide the Client with the Virtual Asset Intermediation service, in accordance with the Type of Service that the Client has decided to contract, according to their needs, which must be indicated in Annex A of this Contract. |
TruBit is a customized product designed to provide the Client with any of the following Types of Services:
COBO (Collection on Behalf of Others)
POBO (Payments made on behalf of a third party)
Reliance (Assignment of powers to identify clients directly by the Client)
VAI (Direct trading and management of virtual assets)
In order for the Client to start operating with TruBit, it will be necessary for the Client to complete their KYC or KYB process, as applicable, depending on whether the Client is a natural or legal person.
In order for the Client to satisfactorily prove the KYB or KYC, they must provide all the information and documentation that TruBit requests.
The process of analyzing the information provided by the Client to prove the KYB or KYC will be 5 business days after the Client has provided all the information to TruBit.
For the sake of greater clarity regarding the specific conditions of each Type of Service, they are detailed below, as follows:
COBO. - Collection on Behalf of Others
TruBit, as a service provider, may carry out the concentration of resources owned by its Clients, derived from the receipt of payments from third parties who wish to settle obligations or services contracted with said Clients.
The resources transferred by third parties, whether in Virtual Assets or in Fiat, will be deposited in the Wallet owned by the Client that has been provided by TruBit, or in the TruBit account, which, at the Client's request, will settle said resources to the Client in the Wallet or external wallet that the Client indicates to TruBit in writing.
The Client will be responsible for ensuring that the third parties authorized to make payments on its behalf act in accordance with applicable laws and respect the provisions established in the service contract with TruBit.
Likewise, in order for TruBit to be able to carry out the collection, it is necessary that for each operation the Client shows us the suitable document with which the provision of a service or the sale of merchandise that gives rise to the payment is accredited.
TruBit will not be responsible for delays, errors, or inconveniences arising from transfers made by third parties.
The collection operation on behalf of third parties will be carried out in strict compliance with the applicable regulations on the prevention of money laundering, terrorist financing, and fraud prevention.
POBO (Payments made on behalf of a third party)
TruBit, as a service provider, may make payments on behalf of the Client to third party accounts, for the aforementioned purposes, the Client undertakes to provide TruBit with information that supports, at TruBit's discretion, the reason why a payment is being made to the account of a third party.
The foregoing, in order to verify that there is a business reason and with them manage risks of fraud or money laundering.
The resources transferred to third party accounts, whether in Virtual Assets or in Fiat, will be deposited in the account or Wallet owned by the third party that has been provided by the Client, so any error or negligence when sharing the account of the third party where TruBit has to make the payment on behalf of the Client, will be the sole responsibility of the Client.
The Client will be responsible for ensuring that the third parties who will receive the payments that TruBit will make on its behalf and account, act in accordance with applicable laws and respect the provisions established in the service contract with TruBit.
Likewise, in order for TruBit to be able to carry out the payment, it is necessary that for each operation the Client shows TruBit the suitable document with which the provision of a service or the sale of merchandise that gives rise to said payment is accredited.
TruBit will not be responsible for delays, errors, or inconveniences arising from transfers made to third party accounts, since various financial entities from different countries are involved in said process, so the time to carry out the transfer does not depend on TruBit.
Reliance.
In the Reliance model, the Client assumes the responsibility of carrying out the identification of clients in accordance with the regulations of the corresponding country, where the Client intends to implement said model.
In order for the model to be approved by TruBit, it must have the written approval of the TruBit Compliance area, and it must also comply at all times with carrying out the identification of its Clients in accordance with the requirements that Trubit indicates.
TruBit may at any time request the Client of the Reliance model to request new information from its Clients, or to share the information of its Clients.
Likewise, TruBit and the Client accept that the information of the clients that is shared will be carried out solely for the purpose of verifying compliance with the corresponding regulations, or to be able to carry out audits of the identification process of the Clients of the Reliance model, but said information will not be used by TruBit for marketing or sales purposes to said Clients.
The Client is aware and accepts that in the event that, due to any negligence on the part of the Client, with respect to the correct identification process, TruBit is sanctioned by any authority, the Client must respond jointly and severally to TruBit and compensate for the damage that has been caused due to negligence of the Client.
VAI
Regarding the VAI service, it is carried out in a personalized way with each Client, who is assigned a TruBit executive and with whom they will carry out operations for the purchase and sale of Virtual Assets.
In this regard, the Client understands the rules indicated in the Fourth clause of this contract.
THIRD. Client Obligations
By using our service, the Client undertakes to provide accurate and complete information.
In addition, you agree to comply with all applicable laws and regulations related to the purchase, sale or exchange of Virtual Assets.
FOURTH. Transactions
Settlement. Transactions made through our service are subject to acceptance by both parties.
Likewise, the quotes that TruBit may send to the Client for the execution of any operation that is covered by this Contract will have a maximum validity of 10 minutes once it has been formally communicated to the Client.
After said period of time, said quote must be updated.
The operations must be settled before said period expires so that they can be respected by TruBit.
Likewise, we reserve the right to cancel or reject transactions that are linked to illegal activities, such as fraud, scams, money laundering and any other crime.
In the event that the authorities of the Applicable Jurisdictions request TruBit to withhold funds, the funds will be withheld by TruBit, this situation will be notified to the Client within a period of no more than 5 business days, provided that said notification is not prohibited by any applicable legal provision in the Applicable Jurisdictions, or notified by the authority.
Likewise, the Client releases TruBit from any liability related to the retention of funds in terms of the provisions of this Clause.
FIFTH. Settlement of transactions
The settlement of virtual asset intermediation operations carried out by the Client will be considered completed only when the corresponding funds have been duly credited to TruBit's bank account.
Until such accreditation occurs, the operation will not be considered finalized, and TruBit will be exempt from any liability arising from delays, errors or inconveniences in the transfer of funds by the Client or third parties involved.
The settlement of operations will be subject to the business days and hours established by the competent authorities in each jurisdiction.
During non-business days or dates, as indicated by said authorities, it will not be possible to carry out the settlement of transactions.
In the event that a transaction is not settled or cannot be carried out during these periods, TruBit will not be liable for delays, losses or inconveniences arising from these circumstances.
In the Annex to this contract, the service level (schedule for each country that the client contracts) will be established with which the Client and TruBit agree to operate.
Once the funds have been duly credited to TruBit's account, the company will proceed to make the corresponding settlement in the bank account or Wallet indicated by the Client.
This process will be carried out within a period of one business day from the date the resources were credited to TruBit's account, provided that there are no exceptional circumstances that could delay the procedure, such as non-business days in accordance with the applicable legal provisions in the corresponding jurisdiction.
In the event that the settlement of the operation must be made by means of a deposit in a bank account, the time necessary for the Client to view the reflected funds will be subject to the terms and policies of the bank in which the Client's account is opened.
Therefore, the Client releases TruBit from any liability for delays in settlement that are attributable to the corresponding banking institution, including, but not limited to, operational delays, internal restrictions of the bank or any other situation beyond TruBit's control.
The Client may make use of the trust line granted by TruBit, which will allow him to close a position without having previously deposited the corresponding resource.
The amount used by the client in the line of trust must always be paid to TruBit before it deposits the Virtual Assets or Fiat to its Wallet or bank account, as applicable.
This procedure for using the trust line and closing a position without the prior deposit of funds will be applied selectively and will be detailed in the Annex to this contract.
On the other hand, the Client acknowledges and accepts that, although the value of stable Cryptocurrencies linked to the price of the US Dollar such as;
USDT, USDC, DAI, etc., are linked to the value of the US dollar (USD), it is not an exact equivalence.
Therefore, said stable Cryptocurrencies linked to the price of the USD will not necessarily have the same value or stability as the USD, since their value may fluctuate depending on various market factors and economic conditions.
Therefore, the Client understands that, although said USD-linked stable Cryptocurrencies are designed to maintain a parity close to the value of the USD, the exchange rates may vary and this situation may be reflected in their quotes or operations.
The operation begins when the Client requests a quote from the TruBit team, at that time, the TruBit executive will report the quote in the terms of this contract, and said quote is valid for 15 minutes once it is communicated by the executive to the Client, either by telephone or any electronic means.
TruBit will quote the products and/or services according to the SPOT price, which is a fixed price and is not subject to negotiation.Likewise, the SPREAD price will be determined as a variable percentage and may be subject to negotiation between the parties.In no case will the quote made by TruBit imply an obligation to sell until both parties have formalized the corresponding agreement, as established in the preceding paragraphs.
Likewise, the Client acknowledges and accepts that the custody of the Virtual Assets stored in the Wallet that TruBit makes available to the Client will be carried out through the provider COBO, who acts as custodian of said assets under its terms and conditions of service.TruBit does not have direct access to the private keys associated with said Wallets, delegating said responsibility to COBO, thus guaranteeing security standards and regulatory compliance, for more information, you can consult the following link:
SIXTH. Fees and Payments
Some services may be subject to fees, said fees will be defined in Annex A of this Contract. The Client agrees to pay all applicable fees as set forth in Annex A. TruBit reserves the right to change the fees at any time, notifying the Client in advance of the new fees and, if applicable, with the signing of a new Annex A.
SEVENTH. Term
This terms and conditions contract will have an indefinite duration, it will be subject to the time that the parties wish to extend their commercial relationship, or until the moment in which an impediment arises that forces or causes any of the parties not to want or not to be able to continue with said commercial relationship.
EIGHTH. Liability and Limitation of Liability
The Client acknowledges and accepts that TruBit is not responsible for financial losses, damages or losses resulting from Virtual Asset transactions. The Client uses our service knowing the risks that may derive from speculation and intermediation with Virtual Assets.
NINTH. Modifications
TruBit reserves the right to modify this Agreement at any time. The modifications will take effect as soon as the Amendment Agreement is signed. In the event that the Client does not agree to the terms of the Amendment Agreement, the pending operations will be settled up to that point so that the contractual relationship can be terminated.
TENTH. Termination of Service
TruBit reserves the right to suspend or cancel your access to our services at any time, for any reason, without prior notice.
ELEVENTH. Investigation and Retention of Funds in Case of Fraud or Illegal Activity
In the event that, as a result of the operations carried out by the Client with its own clients, the execution of fraud or any illegal activity is reported, we reserve the right to withhold the amount associated with the fraudulent operation. The Client acknowledges and accepts that, in such cases, it is obliged to exempt us from any responsibility and to release us in peace and safe from any claim, legal action, damage, loss, expense or liability that may arise as a consequence of said fraudulent or illegal activity, whether carried out by the Client, or related to the account of this.
Additionally, the Client undertakes to fully cooperate with any investigation related to said fraudulent or illegal activity and provide the necessary information and assistance to clarify the facts and take appropriate measures.
This provision is designed to protect the integrity of TruBit services and ensure compliance with applicable laws and regulations. The retention of funds will be carried out in accordance with the relevant laws and regulations, and any action taken under this clause will be subject to review and approval by the competent authorities, if necessary.
TWELFTH. Settlement and Time Commitment (T+1) for virtual assets and Trust Deposits
The Client acknowledges and agrees to commit to applying a "T+1" settlement period in relation to the Virtual Assets that it trades with TruBit through our services. In general terms, this means that the Client undertakes to keep in its bank account the money that it will use to complete the settlement of operations, at least 24 hours before the date and time of the transaction.
Settlement involves the effective transfer of ownership of the Virtual Assets to the buyer and the receipt of the corresponding funds by the seller within the aforementioned period.
This time commitment aims to guarantee efficiency and transparency in the operations carried out through our services, allowing rapid and timely processing of transactions for all parties involved. Violation of this commitment could lead to corrective actions, including the retention of funds, as established in these terms and conditions, if necessary to the Termination of the relationship regulated by these Terms and Conditions.
THIRTEENTH. Unilateral Termination in Case of Breach
In the event of a substantial breach by the Client in relation to the commitment to apply the "T+1" settlement period in accordance with the provisions of the previous clause, TruBit reserves the right to terminate the relationship with the Client unilaterally and without prior notice.
Material breach will include, but not be limited to, repeated delays in settlement, lack of cooperation in investigations related to fraudulent or illegal activities, or any action that directly or indirectly violates the terms and conditions set forth herein.
Unilateral termination of the relationship will be subject to TruBit's discretion and may be carried out without prejudice to any other available remedy or legal action. In the event of termination, the Client will continue to be responsible for any outstanding obligations under transactions made prior to the termination date.
Likewise, in the event that the transactionality of our service detects any unusual behavior that gives rise to suspicions of acts related to money laundering, terrorist financing or fraud, TruBit reserves the right to terminate the relationship with the Client unilaterally and without prior notice.
Suspicious activities include, but are not limited to:
Unusual or unexpected fund movements.
Transactions that do not fit the Client's typical usage profile.
Sudden changes in the volume or frequency of transactions.
Lack of collaboration or information in investigations related to possible illegal activities.
This clause reinforces the Company's position to take immediate action in case of detecting suspicious activities that could put the integrity of the service and compliance with applicable laws and regulations at risk.
Likewise, in the event that THE CLIENT breaches any of the clauses of these terms and conditions, TruBit may terminate the Agreement and will not be obliged to provide the service.
FOURTEENTH. Applicable Law and Jurisdiction
This terms and conditions contract is governed by the laws of the Mexican Republic and any dispute will be submitted to the exclusive jurisdiction of the courts of Mexico City.
ANNEX A TO THE VIRTUAL ASSET INTERMEDIATION SERVICES AGREEMENT
This Annex A is an integral part of the Virtual Asset Intermediation Services Agreement. It sets forth the specific conditions that will govern the relationship with the Client.
| Specific Conditions of the Contract: |
NAME OR DENOMINATION OF THE CUSTOMER |
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FULL NAME OF THE LEGAL REPRESENTATIVE |
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COUNTRY OR COUNTRIES WHERE YOU CONTRACT THE SERVICE (APPLICABLE JURISDICTION) |
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Counterpart of the business group called “TruBit” with whom the service is subscribed |
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TYPE OF SERVICE: |
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SERVICE LEVEL: | 8:00 am a 6:00 p.m. Time use: _____________ |
(SERVICE HOURS) |
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Trust line: |
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If you have questions regarding this information, please contact the TruBit Team via our chat channel or email us Here and we'll be in touch!