> For the complete documentation index, see [llms.txt](https://docs.triumpharcade.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.triumpharcade.com/terms-of-use-triumph-partners.md). # Terms of Use: "Triumph Partners" Triumph Partners Suite Effective on: July 7, 2026 Updated on: July 8, 2026 Triumph TCG, LLC (“Triumph”) operates the Triumph Partners web portal (the “Portal”) located at [partners.triumpharcade.com](http://partners.triumpharcade.com), the mobile application “Triumph Partners” (the “Mobile Tool”), and all services provided through the Portal and Mobile Tool in connection with the onboarding, enablement, and management of vendors that sell collectible items and other goods to Triumph, including vendor account management, inventory and submission management, offer and transaction management, network analytics, and payments (collectively, the “Services”). Together the Portal and Mobile Tool form the “Triumph Partners Suite” (the “Platform”). Certain features of the Platform may be subject to additional guidelines, terms, or rules (collectively, “Additional Terms”), which will be posted on the Portal, marketing materials, or made available through the Platform in connection with such features, including any vendor, supplier, or consignment agreements and any program terms between you (or the entity on whose behalf you act) and Triumph (collectively, “Vendor Agreements”). References to “you” and “your” refer to you, a user of the Platform and, where applicable, the company or entity on whose behalf you access or use the Platform. Triumph publishes other applications, and the Terms of Use specific to such other applications apply to your use of those applications. THESE TERMS OF USE AND ALL APPLICABLE ADDITIONAL TERMS FORM THE FULL LEGALLY BINDING AGREEMENT BETWEEN TRIUMPH AND YOU REGARDING YOUR ACCESS TO AND USE OF THE PLATFORM (COLLECTIVELY, THE “AGREEMENT”). BY ACCESSING OR USING THE PLATFORM, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE PLATFORM OR ACCEPT THE AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TRIUMPH ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. ## 1. PRIVACY. In the course of using the Platform, you may submit User Data (as defined below), including personal information, to Triumph. Triumph’s Privacy Policy details how we treat your User Data. We agree to abide by the Triumph Privacy Policy and you agree that Triumph may use and share your User Data in accordance with the Triumph Privacy Policy and applicable data privacy and protection laws. Without limiting the foregoing, the Privacy Policy describes our collection and use of usage information and approximate location information derived from your IP address in connection with your access to and use of the Platform, including to measure and analyze the reach and activity of Triumph’s vendor network. ## 2. ACCOUNTS. ### 2.1 Account Eligibility and Creation. In order to use the Platform, you must register for an account with Triumph (a “Triumph Account”) and provide certain information about yourself as prompted by the registration form. A user may only have and maintain one (1) Triumph Account. ANY ATTEMPT TO CREATE MORE THAN ONE ACCOUNT IS A BASIS FOR IMMEDIATE TERMINATION OF ALL ACCOUNTS AND THE WITHHOLDING OF AMOUNTS OTHERWISE PAYABLE IN CONNECTION WITH SUCH ACCOUNTS PENDING INVESTIGATION. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information at all times; and (iii) you meet the following account eligibility criteria: (a) you are at least eighteen (18) years old; (b) all payout accounts and payment methods designated by you are owned by you or by the entity on whose behalf you act — it is a violation of this Agreement to designate a payout account not issued to you or to such entity; (c) you have not been banned by Triumph, or its affiliate Triumph Labs, Inc., for any reason; (d) you have a personal mobile telephone number issued by a telecommunications provider in your country of residence which must be in an Eligible Location; (e) you have a valid government issued identification; and (f) your account is held by a natural person acting either on such person’s own behalf or as an authorized representative of the company or entity on whose behalf such person acts, and, if you act on behalf of a company or entity, you represent and warrant that you have the authority to bind such company or entity to this Agreement. ### 2.2 Verification of Account Information. Triumph reserves the right to verify the eligibility of any user at any time, during or after account creation, including by asking the user to provide identification or verify the user’s age and/or physical location, including the uploading of a government issued identification card and a "live" recording that matches such identification. If you do not provide accurate eligibility information, or if Triumph cannot reasonably verify your eligibility information as accurate, Triumph may suspend or terminate your Triumph Account and you agree that you forfeit any balance associated with your Triumph Account, if any. Triumph may suspend or terminate your Triumph Account as provided in this Agreement, regardless of whether you meet the eligibility criteria provided herein. For identity know your customer verification ("KYC Verification") purposes Triumph uses Footprint and by agreeing to these Terms of Use you agree to the Footprint Terms of Services which may be accessed at . In order to pass KYC Verification a user will be required to submit a liveness image, a government issued identity card, email address, name, and other data as may be required. ### 2.3 Eligible Locations, Compliance With Laws. Triumph may restrict the Services to locations in which Triumph believes it is allowed to provide the Services. Notwithstanding the foregoing, you agree that you are responsible for knowing and understanding the law applicable to you and you agree that you will not use the Triumph Services in any location in which any aspect of the Services are not allowed. “Eligible Location(s)” means a location from which access to and/or use of the Platform or the Services is permitted. You may access and use the Platform from other locations, but you must be in an Eligible Location to receive payments or otherwise participate in the Services. Use of and/or access to the Platform to participate in the Services from any location that is not an Eligible Location is strictly prohibited. The list of Eligible Locations for each Triumph entity (United States, European Economic Area, United Kingdom and any other region where we operate) is published and kept up to date on the Portal and/or in the Mobile Tool. The Eligible Locations may be subject to change at any time at Triumph’s sole discretion for whatever reason, including to reflect changes in applicable law or our licensing position. In the event a location from which you are participating in the Services is no longer an Eligible Location, you will have the opportunity to receive any amounts then owed to you and complete any pending transactions in accordance with your applicable Vendor Agreements. ### 2.4 Account Deletion. You may delete your Triumph Account at any time, for any reason, through the Platform or by sending an email request to . Prior to deleting your account you are responsible for completing any pending transactions and providing any information reasonably required for Triumph to pay you any outstanding amounts owed to you. Deletion of your Triumph Account does not, by itself, terminate any Vendor Agreement, which shall continue in accordance with its terms. You may also suspend your Triumph Account through a user-initiated account suspension on the Platform. This is not a permanent account deletion, and suspended Triumph Accounts may be reopened. ### 2.5 Account Responsibilities. Each user is responsible for maintaining the confidentiality of the user’s Triumph Account login information and each user shall be fully responsible for all activities that occur under the user’s Triumph Account. The Mobile Tool may be accessible from an unlocked phone, and you agree to maintain control over your phone and employ safeguards to prevent unauthorized access to the Mobile Tool. You are responsible for maintaining access to the Mobile Tool within your sole control and any conduct by a third person on the Mobile Tool gained by using or accessing your phone is your responsibility and you agree that you are liable for transactions made by others who use your phone, unless applicable law does not allow the imposition of such responsibility. Even if your financial institution reverses charges incurred you will remain liable to Triumph for transactions made by you or others that access your phone with your permission or as the result of a failure to adequately protect your account. In order to prevent unauthorized use you should password protect your phone and log out of the Mobile Tool when you are finished with a session. You agree that you will immediately notify Triumph of any unauthorized use, or suspected unauthorized use, of your Triumph Account or any other breach of security. Each user account is to be used solely for access to the Platform by the assigned user. TRIUMPH ACCOUNTS ARE NOT TO BE USED OR SHARED BY MORE THAN ONE INDIVIDUAL; DOING SO SHALL BE A BASIS FOR IMMEDIATE TERMINATION OF THE APPLICABLE TRIUMPH ACCOUNT(S). If you are a company or entity, each individual authorized to act on your behalf must register and maintain a separate Triumph Account. ### 2.6 Authorization for Contact. Each user, by creating an account, authorizes Triumph to contact the user electronically by phone, email, text message, notification, or other electronic means in order to: (i) confirm information about the user; (ii) confirm information submitted by you; (iii) resolve customer support issues; (iv) request information about the user’s use of the Platform; (v) provide account status information to the user; or (v) take any action in furtherance of this Agreement. This authorization will continue for the term of this Agreement. In order to terminate this Authorization the user must send a notice to and terminate all use of the Platform or, alternatively, unsubscribe electronically by following the "stop" or "unsubscribe" information contained in any communication sent to the user. ## 3. USE OF PLATFORM. ### 3.1 Limited License. Subject to the terms of this Agreement, Triumph grants you a limited, revocable, non-transferable, non-exclusive license to access and use the Platform for your own internal business use in connection with your actual or prospective vendor relationship with Triumph and in accordance with this Agreement. For the avoidance of doubt, your use of any software made available by Triumph in connection with your access to and use of the Platform shall be limited to use of the executable object code format only. Specifically, and without limitation, your access to, or attempt to access, any source code of the Platform, back-end systems or databases, or to manipulate the software or its communications in any way to obtain any unauthorized benefit, or for any other unauthorized purpose shall be a basis for immediate termination of your Triumph Account. ### 3.2 Acceptable Use and Restrictions. The rights granted to you in the Agreement are subject to the following rules for acceptable use and restrictions: (a) you shall not access or use the Platform for any purpose other than that for which Triumph makes the Platform available - namely the Services; (b) you shall not use the Platform in connection with any commercial endeavors except those that are specifically endorsed or approved by Triumph, including to advertise or offer to sell any goods or services on the Platform or to collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email; (c) except as expressly permitted by Triumph in advance in writing, you shall not license, sell, rent, lease, transfer, assign, distribute, or host the Platform to or for a third party; (d) you shall not trick, defraud, or mislead Triumph or other users, especially in any attempt to learn sensitive account information, such as user passwords; (e) you shall not attempt to impersonate another user or person or use the username of another user; (f) you shall not use any information obtained from the Platform in order to harass, abuse, or harm another person; (g) you shall not sell or otherwise transfer your Triumph Account; (h) you shall not make improper use of our support services or submit false reports of abuse or misconduct; (i) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform; (j) you shall not circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Platform or the content contained therein, nor attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform; (k) you shall only use payment methods for which you are the account holder; (l) you shall not disparage, tarnish, or otherwise harm Triumph or the Platform, as determined by Triumph in its discretion; (m) except as expressly stated herein or otherwise permitted by Triumph in advance in writing, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (including by, e.g., scraping, mirroring, framing, embedding, or linking); (n) you shall not systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Triumph, nor shall you upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); (o) except as may be the result of standard search engine or Internet browser usage, you shall not engage in any automated use of the Platform, such as using accounts created by automated means, using scripts to send comments or messages, using any buying or purchasing agent to make purchases from or through the Platform, or using any data mining, robots, or similar data gathering and extraction tools; (p) you shall not interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform; (q) you shall not upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform, nor use the Platform in any manner that interferes with another user’s uninterrupted use and enjoyment of the Platform (such as, e.g., excessive use of capital letters, spamming, the continuous posting of repetitive text, or other abusive, harassing, or obnoxious behavior, as determined by Triumph in its discretion); (r) you shall not harass, annoy, intimidate, or threaten any Triumph employee, agents, or service provider engaged in providing any portion of the Platform to you; (s) your use of the Platform shall at all times comply with all applicable laws and regulations and all applicable terms and conditions of any Third-Party Services (as defined below) upon which use of our Platform depends (as addressed further below); and (t) all copyright and other proprietary notices included within the Platform and on content made available through the Platform must be retained and not modified or obscured; (u) you shall not violate any agreement with Triumph Labs, Inc. or any of its subsidiaries, including any Vendor Agreement. ### 3.3 Modification. Triumph reserves the right, at any time, to modify, suspend, or discontinue the Platform, including the Portal or Services, or any part thereof, with or without notice. You agree that Triumph will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform, or any part thereof. Any future release, update, or other addition to functionality of the Platform shall be subject to the terms of this Agreement. ### 3.4 Ownership. Excluding User Data (as defined below), you acknowledge that all intellectual property rights in and to: (a) the Platform; (b) all names, logos and trademarks used with the Platform; and (c) all content made available by Triumph through the Platform, including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client- and server-side code (e.g., HTML, JavaScript, active server pages, VBScript, databases, or any other code files) are owned by Triumph or Triumph’s licensors. The provision of the Platform does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Triumph and its licensors reserve all rights not granted in this Agreement. ### 3.5 Third-Party Services. The Platform is designed to interoperate with certain third-party services that are not under the control of or maintained by Triumph (“Third-Party Services”), such as those that provide transactional and/or financial services to Triumph. Certain Third-Party Services are integrated into the basic operation of the Platform and certain Third-Party Services may be added by you for additional fees. You must agree to and you must abide by the terms and conditions of any applicable Third-Party Services, and your violation of the applicable terms and conditions of any such Third-Party Services shall be a violation of this Agreement. Triumph is not responsible for the content of, or any transactions you process on or through, any Third-Party Services. Triumph does not make any representations or warranties about Third-Party Services, or any information, materials, or products found thereon. To the extent that Triumph provides links or references to any Third-Party Services, you acknowledge that Triumph provides them to you solely as a convenience to you. In no event shall Triumph be liable for any loss, claim, damages, costs, or negative experiences that may arise in connection with your access to or use of any Third-Party Services independent of or not directly caused by the Platform, including, without limitation, any transactions processed by you on or through such Third-Party Services. ### 3.6 User Responsibilities. In connection with using the Platform and the Services each user is responsible for —and Triumph fully disclaims and is released from any responsibility for: (a) the user’s own devices and telecommunications connections, services, and fees, including for wireless, Internet, and other services. Specifically, and without limitation, the user shall bear the full risk of any malfunction, crash, or failure of the user’s device or connection (whether related to hardware or software or to low or no battery or power supply), for whatever reason; (b) the availability, quality, latency, and continuity of the user’s telecommunications connections and services. Specifically, and without limitation, the user shall bear the full risk of any malfunction, crash, or failure of the networks used to provide the user’s connection to the Platform, for whatever reason; ANY LOSS, LIMITATION, OR NEGATIVE EXPERIENCE A USER SUSTAINS IN CONNECTION WITH ANY OF THE FOREGOING SHALL NOT ENTITLE THE USER TO A REFUND OR ANY OTHER REMEDY. ### 3.7 Bank Secrecy Act - Anti-Money Laundering Policies You agree that you have read the Triumph BSA-AML Policy and that Triumph may take any action indicated under the BSA-AML Policy . By using the Platform you represent that you are not on any Specially Designated Nationals or Blocked Persons list (”SDN”) maintained by the US Office of Foreign Assets Control. You also represent that you are not listed on, or otherwise the target of, any applicable sanctions maintained by the European Union, any EU Member State, or the United Kingdom (including the UK Sanctions List and the Consolidated List of Financial Sanctions Targets). We may take any action permitted under our BSA-AML Policy and under applicable anti-money laundering, counter-terrorist financing and sanctions laws in the jurisdictions in which we operate. ## 4. USER CONTENT. ### 4.1 User Data. “User Data” means any and all information and content that is input into the Platform by or on behalf of a user except for any payment data. You acknowledge and agree that Triumph is not responsible for any User Data you provide except as outline in the Privacy Policy, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Triumph does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Data. ### 4.2 User Data Responsibilities. Triumph is not obligated to backup any User Data and you are solely responsible for creating backup copies of your User Data, if you desire. ### 4.3 Right to Remove Data. You agree that Triumph has the right to remove any content, including User Data, from the Platform at any time, with or without cause. Triumph also has the right to refuse, move, or block access to any material submitted on or through the Platform, and to establish general practices and limits concerning use of the Platform. The decision of whether or not to remove content from the Platform is within Triumph’s sole and complete discretion. Triumph has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Triumph be liable for removing or failing to remove any content. ### 4.4 License. You hereby grant, and you represent and warrant that you have the right to grant, to Triumph an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Data, and to grant sublicenses of the foregoing, for the purposes of providing the Platform to you, for any specific purpose identified in connection with our solicitation or collection of your User Data, and as otherwise permitted by our Privacy Policy. More specifically, and without limitation, you agree that we may process your User Data to create aggregated and/or de-identified data sets used to improve the Platform, including to use such data for algorithm development, machine learning, and the creation and development of other features and functionality. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Platform, including without limitation with respect to aggregate and/or de-identified data derived from your User Data and any residual backup copies of your User Data made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Data. ### 4.5 Feedback. If you provide Triumph any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Triumph all rights (including all intellectual property rights) in and to the Feedback and agree that Triumph shall have the right to use such Feedback and related information in any manner it deems appropriate. Triumph will treat any Feedback you provide to Triumph as non-confidential and non-proprietary. You agree that you will not submit to Triumph any Feedback that you consider to be confidential or proprietary. ## 5. VENDOR RELATIONSHIP AND TRANSACTIONS WITH TRIUMPH. ### 5.1 Vendor Agreements; Order of Precedence. The purchase and sale of collectible items and other goods between you (or the entity on whose behalf you act) and Triumph (including, without limitation, pricing, rates, submission and shipment requirements, title, risk of loss, inspection, acceptance, rejection, and payment terms) are governed by the applicable Vendor Agreements, which constitute Additional Terms. In the event of a conflict between this Agreement and a Vendor Agreement, the Vendor Agreement controls with respect to the commercial terms of such transactions, and this Agreement controls with respect to access to and use of the Platform. Nothing in this Agreement obligates Triumph to purchase any item from you, to accept any submission, or to maintain any pricing, rate, volume, program, or tier. ### 5.2 Business Use; Authority. The Platform is intended for business use by Triumph’s vendors and prospective vendors. If you access or use the Platform on behalf of a company or other entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, that such entity agrees to be bound by this Agreement, and that references to “you” in this Agreement include such entity. You represent and warrant that you have obtained and will maintain all licenses, permits, and registrations required to conduct your business and to transact with Triumph, and that your use of the Platform and your transactions with Triumph will comply with all applicable laws and regulations. ### 5.3 Independent Contractors; Non-Exclusivity. You and Triumph are independent contractors. Nothing in this Agreement or your access to or use of the Platform creates any employment, agency, partnership, joint venture, or franchise relationship between you and Triumph. This Agreement is non-exclusive: Triumph may transact with any other vendor or supplier, and, except as otherwise provided in your Vendor Agreements, you may transact with other purchasers. ### 5.4 Confidential Information. Through the Platform you may receive access to non-public information regarding Triumph and its business, including pricing, rates, buy lists, demand and inventory data, vendor network data, and product plans (collectively, “Confidential Information”). You agree to use Confidential Information solely in connection with your vendor relationship with Triumph, to protect such information using at least reasonable care, and not to disclose such information to any third party without Triumph’s prior written consent, except to the extent required by applicable law. This Section supplements, and does not limit, any confidentiality obligations set forth in your Vendor Agreements. ## 6. PAYMENTS AND TAXES. ### 6.1 Payments. Amounts payable to you in connection with your transactions with Triumph are determined under your applicable Vendor Agreements. Triumph may make payments through the Platform or through Third-Party Services, and may condition any payment on: (i) your completion of KYC Verification; (ii) your provision of required tax documentation as described in Section 6.2; and (iii) your compliance with this Agreement and your applicable Vendor Agreements. All payout accounts and payment methods designated by you must be owned by you or by the entity on whose behalf you act. Triumph may impose reasonable minimums, processing timelines, and verification requirements on payments, which will be disclosed through the Platform. ### 6.2 Taxes; Tax Documentation. You are solely responsible for all taxes associated with amounts paid to you under this Agreement or any Vendor Agreement, other than taxes on Triumph’s income. Prior to receiving any payment, you may be required to provide a completed IRS Form W-9 (or applicable IRS Form W-8) or other tax documentation reasonably requested by Triumph, and Triumph may file information returns (including IRS Form 1099) as required by applicable law. Triumph may withhold from amounts otherwise payable to you any amounts required to be withheld by applicable law. ### 6.3 Withholding; Offset; Errors. Triumph may withhold, suspend, or offset amounts otherwise payable to you to the extent reasonably necessary to: (i) investigate or remedy suspected fraud, error, or a breach of this Agreement or any Vendor Agreement; (ii) comply with legal or regulatory obligations (including anti-money laundering and sanctions obligations); or (iii) correct payments made in error. Triumph will release any withheld amounts not subject to the foregoing as soon as reasonably practicable. ## 7. ANTI-MONEY LAUNDERING. Users are explicitly prohibited from using the Platform to launder money, to conceal or disguise the nature or source of the proceeds of unlawful activity, to structure transactions to evade any reporting or recordkeeping requirement, or to engage in any transaction involving stolen, counterfeit, or otherwise unlawfully obtained goods. Any use of Triumph’s Platform other than to engage in good faith vendor transactions is strictly prohibited. Where Triumph determines, in its sole discretion, that a user has violated these terms: (a) Triumph may suspend and/or terminate the user’s Triumph Account; (b) Triumph may temporarily or permanently ban the user from the Platform, including through the user’s existing Triumph Account or any new Triumph Account; (c) Triumph may take any other action, including but not limited to legal action; and (d) Triumph may withhold amounts otherwise payable to the user to the extent permitted by applicable law. ## 8. PROHIBITED CONDUCT. ### 8.1 Prohibited Conduct. The following is a non-exhaustive list of prohibited conduct: (a) utilizing a virtual private network (VPN) or any other means to disguise, obscure, or misrepresent your IP address or physical location; (b) not providing or maintaining accurate information within a Triumph Account (including using fake phone numbers); (c) opening or operating more than one Triumph Account; (d) conducting or attempting to conduct fraudulent financial transactions through the Platform (including fraudulent payment card charge-backs and other transactions); (e) exploiting an error in the Platform that is not in accordance with the intent indicated or in good faith; (f) using a jailbroken device or any device with software not intended to run on the device which the platform is running on. (g) using phone numbers for account creation or referral that are not issued by a cell phone provider and linked to a single device or subscriber identity module (SIM) card. ### 8.2 Consequences. Where Triumph determines, in its sole discretion, that a user has breached this Agreement: (a) Triumph may suspend and/or terminate the user’s Triumph Account; (b) Triumph may temporarily or permanently ban the user from the Platform, including through the user’s existing Triumph Account or any new Triumph Account; (c) Triumph may take any further action, including but not limited to legal action; and/or (d) the user is subject to forfeiture of the entire balance of funds or amounts otherwise payable to the user. We may only permanently confiscate funds to the extent reasonably necessary to (i) reverse or prevent the benefit of cheating, fraud or other serious breach of this Agreement, (ii) comply with our legal or regulatory obligations (including anti-money laundering and sanctions obligations), or (iii) compensate Triumph or other users for losses directly caused by your breach. Otherwise, we may freeze funds while we investigate but must return any remaining lawful funds to you where we are legally permitted to do so. ## 9. INDEMNITY. You agree to indemnify and hold Triumph and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Platform; (ii) your User Data; (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Triumph reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Triumph. Triumph will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. ## 10. DISCLAIMERS YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY TRIUMPH, TRIUMPH DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM; (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM; (D) THIRD- PARTY SERVICES ON WHICH THE PLATFORM DEPENDS OR WITH WHICH THE PLATFORM INTEROPERATES; AND (E) ANY TRANSACTIONS INITIATED OR PROCESSED BY YOU ON OR THROUGH SUCH THIRD-PARTY SERVICES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. TRIUMPH MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED OR MADE AVAILABLE THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. TRIUMPH ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN SUCH JURISDICTIONS AND ONLY TO THE EXTENT DISALLOWED THIS DISCLAIMER WILL NOT APPLY. ## 11. LIMITATION OF LIABILITY AND RELEASE. ### 11.1 Limitation of Liability To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall Triumph or any of its affiliates or suppliers (including any of its or their partners, officers, directors, members, managers, owners, principals, employees, agents, contractors, successors, or assignees) be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), or for any damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connection with (a) the platform; (b) any products and services offered or made available through the platform; (C) any acts or omissions of users of the platform; (D) third party services which the platform uses or interoperates with; or (e) any transactions initiated or processed by you on or through such third-party services, even if Triumph or any of its affiliates or suppliers has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, or, where applicable, death or personal injury caused by our negligence. If you are a consumer resident in the European Economic Area or the United Kingdom, your statutory rights are not affected by this clause. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRIUMPH AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO TRIUMPH BY YOU UNDER THIS AGREEMENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF TRIUMPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. ### 11.2 Waiver of Claims. EACH TIME YOU ACCESS THE PLATFORM, EXCEPT WITH RESPECT TO ACCESS AND USE OF THE MOBILE TOOL, YOU EXPRESSLY RELEASE ANY AND ALL CLAIMS YOU HAVE AGAINST TRIUMPH SUCH RELEASE INCLUDES A WAIVER UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH READS AS FOLLOWS: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” ## 12. TERM AND TERMINATION. Subject to this Section, this Agreement will remain in full force from the date you agree to it until such time as it is terminated. We may (a) suspend your rights to use the Platform (including your Triumph Account), (b) terminate this Agreement, and/or (c) ban you from the Platform at any time and for any reason whatsoever, at our sole and complete discretion. Upon termination of this Agreement, your Triumph Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Triumph Account may involve deletion of some or all of your User Data from the Platform or our databases. Triumph will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Triumph Account or deletion of your User Data. ## 13. COPYRIGHT POLICY. Triumph seeks to respect the intellectual property of others and asks that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that any portion or content of our Platform unlawfully infringes the copyright(s) in a work and you wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to us by email to : (a) Your physical or electronic signature; (b) Description of the copyrighted work(s) that you claim has been infringed; (c) Description of the material on our services that you claim is infringing and that you request us to remove; (d) Sufficient information to permit us to locate such material; Your address, telephone number, and e-mail address; (e) A statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that any misrepresentation of material fact (falsity) in a written notification may subject the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. ## 14. DISPUTE RESOLUTION Please read this Section 14 carefully. It requires you to arbitrate disputes with Triumph on an individual basis and limits the manner in which you can seek relief. ### 14.1 Choice of Law. This Agreement, and any dispute arising out of or relating to it or the Platform, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions, except as set out below for EEA/UK consumers, and except that the Federal Arbitration Act (9 U.S.C. §§ 1–16) ("FAA") shall govern the interpretation and enforcement of Section 14 of these Terms of Use and any question of whether a dispute is subject to arbitration. To the extent there is any conflict between the FAA and California law with respect to arbitrability or the enforcement of the agreement to arbitrate, the FAA shall control. If you are a consumer who is habitually resident in the European Economic Area or the United Kingdom, nothing in this Section 14.1 limits your rights under the mandatory consumer protection laws of your country of residence. In that case, you may bring proceedings in the courts of your country of residence, and any mandatory arbitration provision in Section 14 (including application of the FAA to questions of arbitrability) shall apply only to the extent permitted by applicable law. ### 14.2 Informal Dispute Resolution. Before initiating any arbitration or court proceeding, you and Triumph agree to first attempt to resolve any dispute informally for a period of sixty (60) days. To begin the informal resolution process, a party must send the other party a written Notice of Dispute (“Notice”) by certified mail or, if to Triumph, by emailing us at with a copy sent by certified mail to our address identified in this Agreement below (“Notice Address”). The Notice must include: (a) the claimant's name and contact information; (b) a description of the nature and basis of the dispute; (c) the specific relief sought, including the amount of any monetary claim; and (d) any supporting documentation. The parties agree to negotiate in good faith during this sixty (60) day period. If such efforts prove unsuccessful within sixty (60) days after the Notice is received, either party may proceed to arbitration or Small Claims Court as set forth below. ### 14.3 Arbitration Agreement. Except as otherwise stated in this agreement below, disputes, claims, and controversies between you and Triumph arising out of, relating to, or in connection with the Platform, the relationship between you and Triumph, and any interpretation or application of these Terms of Use or this arbitration provision shall be resolved exclusively through final and binding individual arbitration, rather than in court, and administered by the American Arbitration Association (“AAA”) under its then-current consumer arbitration rules. Unless otherwise agreed by the parties, required by the AAA Rules, or conducted remotely pursuant to the aforementioned rules, the place of arbitration shall be San Francisco, California. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court, and review by a court is limited. The arbitration shall be conducted by a single arbitrator with experience in consumer and/or technology disputes. The arbitrator shall apply California substantive law consistent with the FAA, shall follow applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of competent jurisdiction, including injunctive or declaratory relief, but only to the extent necessary to provide relief warranted by the individual claim. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. This arbitration agreement is subject to the Federal Arbitration Act and evidences a transaction involving interstate commerce. The arbitrator’s award may be entered in any court of competent jurisdiction. If the AAA is unable or unwilling to administer the arbitration, the parties agree that JAMS shall administer the arbitration under its applicable consumer rules. If neither the AAA nor JAMS is available, the parties shall agree on an alternative arbitration forum, or a court of competent jurisdiction shall appoint an arbitrator. For claims of $25,000 or less, you may elect for the arbitration to be conducted: (i) in the county where you reside; (ii) in San Francisco County; or (iii) entirely by telephone or videoconference; or (iv) based solely on written submissions (documents-only arbitration). To file for arbitration, you must pay AAA’s $225 filing fee. If you cannot afford the fee, you may apply to AAA for a fee waiver. Triumph shall pay all other fees related to the arbitration, including administration fees, arbitrator fees, and other costs for any arbitration initiated in accordance with this Section 14. If applicable law requires Triumph to pay a greater share of such fees and costs, Triumph shall do so. Each party shall bear its own attorneys' fees and costs, unless the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party, or unless applicable law otherwise requires the award of attorneys' fees. Nothing in this Section 14.3 limits any statutory rights to recover costs or fees that cannot be waived under applicable law. Notwithstanding any provision in this Agreement to the contrary, if Triumph makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) for which you had already provided notice to Triumph. Information on AAA and how to start arbitration can be found at [www.adr.org](http://www.adr.org). ### 14.4 Class Action and Jury Trial Waiver; Severability of Waivers. YOU AND TRIUMPH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION UNDER THIS SECTION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s claims, and may not preside over any form of class, consolidated, or representative proceeding. YOU AND TRIUMPH EACH WAIVE THE RIGHT TO A JURY OR BENCH TRIAL IN COURT. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable, except that either party may ask a court to determine the validity of the class action waiver in this Section, but only to the extent such right may not be waived under applicable laws. If the class action waiver in this Section is found to be invalid or unenforceable as to a particular claim, request for relief, or controversy, neither you nor we will be entitled to arbitration as to that claim, request for relief, or controversy, and that claim or request for relief shall be severed and may proceed in a court of competent jurisdiction pursuant to Section 14.7. The remaining claims, requests for relief, and controversies shall continue in individual arbitration. The invalidity of the class action waiver as to any particular claim shall not invalidate the agreement to arbitrate or the class action waiver as to any other claim. ### 14.5 Exceptions to Arbitration. Per AAA rules, either party may bring an individual action in small claims court if the claim falls within that court’s jurisdictional limits. Prior to initiating any dispute in Small Claims Court, Section 14.2 of these Terms of Use still applies. The party initiating such dispute will provide a Notice to the other party of the potential claim and their ability to select between arbitration pursuant to paragraph 14.3, above, or Small Claims process identified in this section. The informal dispute resolution process will proceed as described in Section 14.2 of these Terms of Use. For clarity, if a claim has been filed with the AAA and a party elects to proceed in small claims court, the AAA Rules shall govern the process for transferring or closing the arbitration case. The informal dispute resolution process in Section 14.2 must be completed before initiating any proceeding under this Section. These Terms of Use do not preclude either party from seeking emergency injunctive relief in a court of competent jurisdiction pending arbitration or from exercising any rights that cannot be waived as a matter of applicable law, including the right to submit claims to any governmental or regulatory body with jurisdiction. ### 14.6 Confidentiality. The parties agree that 1) the arbitration proceeding; 2) any ruling, decision, or award by the arbitrator; and 3) all materials, testimony, and evidence submitted therein; shall be kept confidential, except that either party may disclose information as necessary: (a) to prepare for or conduct the arbitration; (b) in connection with a court application for emergency or provisional relief or to confirm or enforce the arbitration award; (c) as required by applicable law, regulation, or order of a court or governmental body; (d) as required by any applicable regulatory authority; or (e) as reasonably necessary to enforce or protect a party's legal rights. ### 14.7 Forum Selection. If any dispute is determined by a court of competent jurisdiction or by the arbitration administrator to be ineligible for arbitration, or if arbitration of a Dispute is otherwise unavailable or unenforceable, you and Triumph agree that any such Dispute shall be filed exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the personal jurisdiction and exclusive venue of such courts. You and Triumph each waive any objection to jurisdiction or venue in such courts, including any objection based on inconvenient forum. ### 14.8 Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this, Section 14, other than a change to the Notice Address, while you are a user of the Platform, you may reject any such change by sending Triumph written notice within thirty (30) calendar days of the change to and the Notice Address. Your notice must include your name, the email address associated with your account, and a statement that you reject the change to Section 14. By rejecting any future change, you are agreeing that you will arbitrate any dispute between yourself and Triumph in accordance with the version of Section 14 in effect immediately prior to the change. Rejection of a change to Section 14 does not terminate your account or your right to use the Platform. ### 14.9 Severability and Survival. If any provision of this Section 14 is found to be unenforceable, the remaining provisions shall remain in full force and effect. Without limiting the foregoing, if any portion of Section 14 is found to be unenforceable, the parties agree that the remaining portions of Section 14 shall continue to apply, and the unenforceable portion shall be construed to the maximum extent permitted by applicable law. This Section 14 shall survive termination of this Agreement and your use of the Platform. ## 15. CONSENT TO RECEIVE NOTICES ELECTRONICALLY. You consent to receive electronically any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at the Portal, or other electronic communication technology that may hereafter be adopted or developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy. ## 16. GENERAL. ### 16.1 Availability. Triumph will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine maintenance/upgrades and other events outside the control of Triumph may, from time to time, result in temporary interruptions to the Platform. In addition, Triumph reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Portal, the Mobile Tool, or Services or the entirety of the Platform, with or without notice. ### 16.2 No Support or Maintenance. You acknowledge and agree that Triumph will have no obligation to provide you with any support or maintenance in connection with the Platform. ### 16.3 Changes to Terms of Use. You agree that Triumph may modify this Agreement at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated terms are posted on Triumph’s website or through the Platform (“Effective Date”). If Triumph makes material changes to this Agreement, Triumph will provide notice through the Platform or by email and may require that you affirmatively accept the updated Agreement in order to continue using the Platform. Your continued access to and use of the Platform after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Platform. ### 16.4 Access and Use Where Prohibited. Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement. ### 16.5 Access and Use from Eligible Locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals located in the locations in which such services are allowed. Triumph reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. ### 16.6 Miscellaneous. This Agreement constitutes the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, nor shall any single or partial exercise by Triumph of any right or power hereunder preclude further exercise of that or any other right hereunder. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing contained herein shall be construed to establish an employment, partnership, or joint venture relationship between you and Triumph. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Triumph’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. In the event Triumph’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, pandemic, public health emergency, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Triumph, Triumph shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid. ## 17. ADDRESS FOR NOTICES & CONTACT INFORMATION. Triumph Labs, Inc. ATTN: Legal/Business Affairs 1265 Battery Street, 4th Floor San Francisco, CA 94111 With a required copy to: Triumph support may be reached at: