Terms of Service

1. Introduction and Acceptance

By accessing and using this FTX Claims Trading Facilitation Platform (the "Platform"), you ("Seller," "User," or "Claimant") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and the Platform operator regarding the administrative and support services we provide for facilitation of the sale and assignment of your claim(s) against the FTX Debtors in the United States Bankruptcy Court proceedings.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS PLATFORM.

ACCEPTANCE OF THE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU START TO USE THIS PLATFORM. BY ACCESSING OR USING THIS PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT WANT TO AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THIS PLATFORM.

2. Platform Services

The Platform provides the following services:

1. Claim Validation and Documentation: Collection, verification, and digitization of claim evidence, including transaction histories, account balances, and identity verification documents.
2. Broker Facilitation: Connecting verified Sellers with brokerage services and access to a network of buyers for the purchase of bankruptcy claims and assisting the Seller to execute and exchange supplemental documentation such as Agreements to Assign the Claim, Power of Attorney, and other necessary agreements that do not directly involve the Platform but we help guide Sellers and assist throughout the process.
3. Facilitate Payment: Facilitation of cryptocurrency (USDC) payouts to Seller-designated wallet addresses after a claim sale is approved. The platform will provide assistance to receive test transactions and ensure wallet addresses are properly confirmed before final payment is sent and received. However, the Platform does not directly handle or process funds.
4. Communication and Language Translation: provide status updates, translate Mandarin and English, answer questions, relay information, and assist with process to facilitate a sale of claim.

3. Success Fee Structure

3.1 Fee Amount

The Platform charges a Twelve Percent (12%) Success Fee calculated on the gross purchase price paid by the Buyer for your claim.

3.2 When Fees Are Charged

The Success Fee is charged only upon successful completion of the transaction, defined as:

1. Buyer has executed the Assignment Agreement;
2. The Notice of Transfer has been filed with the Bankruptcy Court (or submitted to the Claims Agent, Claim Administrator); and
3. Payment (in USDC) has been released to the Seller's designated wallet address.

No Upfront Fees: The Platform does not charge any fees for claim submission, verification, or document processing prior to the successful sale.

3.3 Fee Deduction

The 12% Success Fee will be payable from the total payout amount after funds are transferred to your USDC receiving address. Platform will issue an invoice to the Seller that is payable immediately upon receipt of the funds.

3.4 Partner Referral Share

If you were referred to the Platform by a Partner (identified by a Referral Code), the Platform may allocate a portion of the Success Fee (up to 4% of the gross claim value) to that Partner. This does not increase your fee obligation; it is deducted from the Platform's 12% commission.

4. Seller Representations and Warranties

By submitting your claim through this Platform, you represent and warrant the following:

4.1 Ownership and Authority

• You are the sole, legal owner of the claim against the FTX Debtors.
• The claim is valid, liquidated, enforceable, and non-contingent as of the date of this agreement.
• You have full authority to sell, assign, and transfer the claim without the consent of any third party.

4.2 No Prior Assignments

• You have not previously sold, assigned, pledged, or encumbered the claim.
• The claim is free and clear of all liens, security interests, and encumbrances.

4.3 Non-Insider Status

• You are not an insider, affiliate, or related party of FTX Trading Ltd., Alameda Research, or any of the FTX Debtors as defined under 11 U.S.C. § 101.
• You have not engaged in any conduct that would subject the claim to equitable subordination under Section 510(c) of the Bankruptcy Code or disallowance under Section 502(d).

4.4 Accuracy of Information

• All information provided (email address, account balances, transaction histories, identity documents) is true, accurate, and complete to the best of your knowledge.
• You have not submitted forged, altered, or fraudulent documentation to the Platform.

4.5 Compliance with Law

• You are not prohibited by any law, regulation, or court order from selling or assigning the claim.
• You acknowledge that the transaction may have tax implications and agree to consult with your own tax advisor.

5. Rule 3001(e) Stipulation and Waiver

To facilitate the expedited recognition of the claim assignment by the U.S. Bankruptcy Court, you irrevocably stipulate and agree as follows:

• You waive any and all notice or hearing requirements imposed by Federal Rule of Bankruptcy Procedure Rule 3001(e)(2).
• You consent to the Court entering an order immediately recognizing the Buyer as the sole, valid owner and holder of the claim upon filing of the Notice of Transfer.
• You authorize the Platform, its affiliated partner, or an authorized third party to prepare, list, and facilitate sales of your claim to interested buyers.

This waiver is unconditional and binding, and you acknowledge that it is essential to the Buyer's willingness to purchase the claim.

6. Indemnification

You agree to indemnify, defend, and hold harmless the Platform, its affiliates, the Buyer, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of any representation, warranty, or covenant in these Terms;
• Any claim by a third party that you lack authority to sell or assign the claim;
• Any clawback litigation or preference action brought by the FTX Debtors or Bankruptcy Trustee seeking to recover transfers made to you prior to the bankruptcy petition date; or
• Any fraudulent or false statements made in your claim submission.

This indemnification obligation survives the completion of the transaction and the termination of these Terms.

7. Data Privacy and Security

7.1 Data Collection

The Platform collects and processes the following Personal Identifiable Information (PII):

• Full Name, Email Address, FTX Account Credentials
• Government-Issued Identification (Passport/National ID)
• Financial Data (Account Balances, Transaction Histories)
• Cryptocurrency Wallet Addresses
• Agreements between Sellers and Third Parties such as claims administrator, broker, etc.

7.2 Data Use

Your data is used exclusively for:

• Verification of claim ownership and authenticity;
• Compliance with U.S. Bankruptcy Court requirements; and
• Facilitation of brokerage services and buyer transactions.

7.3 Data Retention and Deletion

• Identity Documents (Passport/ID): Deleted within 30 days of claim verification or rejection.
• Transaction Records: Retained for seven (7) years to comply with financial record-keeping regulations.
• Upon Request: You may request deletion of non-essential data after the transaction is complete (subject to legal retention requirements).

7.4 Third-Party Sharing

We do not share your PII with the Buyer until the final assignment stage. Anonymous claim summaries (amount, status) may be shared during the offer negotiation phase. We are not directly involved in any negotiations relating to the value or sale price of any claims.

We only share your personal data with your consent and we do not disclose personal information to third parties (not including service providers) unless you direct us to do so, or where required by law. We will not otherwise share, sell or distribute any of the information you provide to us except as described in these terms. Personal information may also be provided to third-party service providers, such as claim administrators, brokerage service providers, etc. These companies are authorized to use your personal information only as necessary, and in accordance with applicable law, to provide the applicable services to us. Personal information will also be disclosed to law enforcement, judicial bodies, regulatory or other government agencies, or third parties where necessary, in our judgment, to comply with legal or regulatory obligations. Except as set forth above, we will not make any of your personal information available to third parties.

8. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

• The Platform does not guarantee that a Buyer will be found for your claim, that any specific purchase price will be offered, or that the Bankruptcy Court will approve the assignment.
• The Platform is not a licensed broker-dealer and does not provide investment, legal, or tax advice.
• You acknowledge that bankruptcy claims are illiquid, speculative assets and may have no market value.
• The Platform does not directly participate in the negotiation of claim values or the final sale amounts.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• The Platform's total liability to you for any claims arising from these Terms or the use of the Platform shall not exceed the amount of Success Fees actually paid by you (if any).
• The Platform is not liable for: delays in the bankruptcy proceedings; changes in claim valuation due to court rulings or settlements; technical failures, data breaches, or unauthorized access (subject to reasonable security measures); or loss of funds due to incorrect wallet addresses provided by you.

THE PLATFORM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY, FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR ACCESS (OR INABILITY TO ACCESS) OR USE OF THIS PLATFORM. THIS INCLUDES ANY ACTION FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM THE DISALLOWANCE OF A POTENTIAL CLAIM IN ANY MATTER THE PLATFORM IS INVOLVED IN, DAMAGES TO BUSINESS REPUTATION, OR LOSS OF BUSINESS OR PROFITS). THE PLATFORM SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY THE ACTS, ERRORS, OR OMISSIONS OF THE PLATFORM WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING, REPORTING, COMMUNICATING, OR DELIVERING THE INFORMATION CONTAINED ON THIS PLATFORM.

10. Termination and Withdrawal

10.1 Withdrawal Before Assignment

You may withdraw your claim from the Platform at any time before the Assignment Agreement is executed by both parties, i.e. the Seller and the Administrator, Broker, and/or Buyer, without penalty.

10.2 Post-Assignment Obligations

Once the Assignment Agreement is executed and the Notice of Transfer is filed, the sale is binding and irrevocable. You cannot withdraw or cancel the transaction. You are obligated to pay the Platform fees.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflicts of law principles.

You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

11.2 Arbitration

Any disputes arising from these Terms shall be resolved through binding arbitration. The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration in accordance with the JAMS International Arbitration Rules. The place of arbitration will be located in the United States and the proceedings shall be in English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.3 Bankruptcy Court Jurisdiction

Notwithstanding the arbitration clause, all matters related to the validity, priority, or allowance of claims in the FTX bankruptcy case remain subject to the exclusive jurisdiction of the United States Bankruptcy Court for the District of Delaware.

12. Miscellaneous

12.1 Entire Agreement

These Terms, together with the Claims-Trade Facilitator and Intermediary Administrative Services Agreement, Assignment Agreement and any supplemental disclosures, constitute the entire agreement between you and the Platform.

12.2 Amendments

The Platform may update these Terms at any time. Material changes will be communicated via email or prominent notice on the Platform. Your continued use of this website following the posting of revised Terms and Conditions means that you accept and agree to the changes.

12.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

12.4 No Waiver

The Platform's failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any rights not expressly granted herein are reserved by the Platform.