DRAFT FOR LEGAL REVIEW. NOT FINAL. NOT LEGAL ADVICE. This text was drafted on 2026-10-03 by an AI agent from the product's own documents so that counsel has a concrete starting point. It has not been reviewed by a lawyer, it must not be published or presented to users as final, and nothing in it should be relied on as legal advice. Square-bracket items are placeholders or notes for counsel and the operator; remove every one before publication. Product facts it relies on: LAUNCH-READINESS-2026-10-03.md, release/phase2n-accounts/OPERATOR-ACCOUNTS.md, vxc/vxweb/src/render/help.rs (current in-terminal terms wording), research/registry source notices.
Last updated: [DATE] Version: [0.1 draft]
1.1 These Terms of Service (the "Terms") are an agreement between you and [ENTITY NAME], a [STATE OF FORMATION] [ENTITY TYPE] with its principal place of business in South Dakota, USA ("we", "us", "our").
[COUNSEL: contracting entity not yet decided. The operator's parent company may be North South Industries; that is undecided. Do not name any entity until it is chosen.]
1.2 The Terms govern your use of the VX Convergence terminal at terminal.vxconvergence.com, its JSON endpoints under /api/, its help pages, and any related website, including vxconvergence.com when it goes live (together, the "Service").
1.3 By redeeming an invite link, creating an account, signing in, or using the Service, you agree to these Terms and to our Privacy Policy [LINK]. If you are accepting on behalf of a company or other organisation, you confirm that you have authority to bind it, and "you" includes that organisation.
[OPERATOR/COUNSEL: from release phase2o, account creation requires ticking an unticked box "I have read and agree to the Terms of Service and Privacy Policy" (links to /terms and /privacy). We record the terms version, time and IP address of each acceptance, and existing users are asked again whenever the terms version changes. Counsel to confirm this is sufficient for enforceability. See COUNSEL-QUESTIONS.md.]
2.1 A monitor and an auditable record. The Service is a monitoring terminal and an auditable record of published data series (for example interest rates, price indices, exchange rates, positioning reports and other statistics released by central banks, statistics offices, exchanges, regulators and other publishers). It shows where each series stands and how that has changed, run by run, using fixed mechanical rules. It keeps a dated record of what it read, including the publisher's revisions.
2.2 No forecasts, no signals. The Service does not say what any market, price or series will do next. Terms on screen such as "FORWARD", "BACKWARD", "OSCILLATING", "departed", "cluster", "crossing", "ALIGNED" or "OPPOSED" describe the state of data already published, as defined on the help page. They are records of state, not predictions, ratings, recommendations or signals.
2.3 Not a broker, exchange, adviser or trading venue. We do not execute, route, arrange or accept orders, hold funds or assets, or operate any market. We do not offer or solicit any transaction in any security, commodity, derivative, event contract, digital asset or other instrument.
3.1 THE SERVICE IS PROVIDED FOR INFORMATION ONLY. NOTHING IN THE SERVICE IS INVESTMENT, FINANCIAL, TRADING, LEGAL, TAX OR ACCOUNTING ADVICE, OR A RECOMMENDATION OR SOLICITATION TO BUY, SELL OR HOLD ANY INSTRUMENT OR TO ADOPT ANY STRATEGY.
3.2 The Service is impersonal. It is the same for every user of a given tier and is not tailored to your objectives, financial situation, holdings or needs. We do not know, and do not take into account, your circumstances.
3.3 No fiduciary or advisory relationship. Using the Service does not create any fiduciary, advisory, agency, brokerage or other special relationship between you and us. We owe you no duty to monitor your positions, to alert you to any event, or to update you when data changes.
3.4 You are solely responsible for your own investment and trading decisions and for checking any data against its original publisher before you rely on it. Consult a qualified, licensed professional before making financial decisions.
3.5 [COUNSEL: confirm whether the Service's design and marketing fit the "bona fide publisher" exclusion from the Investment Advisers Act definition of investment adviser, and the corresponding exclusion or exemption under the Commodity Exchange Act for commodity trading advisors, and whether any additional disclosure is advisable. See COUNSEL-QUESTIONS.md Q2.]
3.6 [OPERATOR/COUNSEL: decide whether to disclose that [ENTITY NAME], its owners, personnel or affiliates may conduct research on, or hold or trade, instruments or event contracts related to data shown on the Service. If yes, suggested text: "[ENTITY NAME] and its personnel may hold, trade or research instruments related to data shown in the Service. The Service is produced by fixed rules applied identically for all users and is not altered to reflect any such activity."]
4.1 You must be at least 18 years old (or the age of majority where you live, if higher) and able to form a binding contract.
4.2 You may not use the Service if you are located in, or are a national or resident of, a country or region subject to comprehensive US sanctions, or if you are on any US government restricted-party list, or if your use would violate any law that applies to you.
4.3 The Service is intended for [professional and individual users / business users only]. [OPERATOR/COUNSEL: decide whether to restrict paid plans to business customers; this affects consumer-protection, auto-renewal and privacy-law questions.]
5.1 Invite only. During the beta, access is by personal invite link only. An invite link is single use, expires after the period stated when it is issued (between 1 and 30 days), and is for the named recipient only. Do not forward or publish an invite link. We may revoke an unused invite at any time.
5.2 Your account. When you redeem an invite you choose a user name (which may be your email address) and a password. Keep your password confidential and use one you do not use elsewhere. You are responsible for all activity under your account. Tell us at once at [CONTACT EMAIL] if you believe your account or password has been compromised.
5.3 One person per account. No sharing of logins. Each account is for one named individual. You may not share your credentials or session with anyone, let anyone else use your account, or use another person's account. [OPERATOR: decide whether organisational plans with multiple named seats will be offered.]
5.4 Tiers and access periods. Your account has a tier (for example beta or paid) and may have an access end date. The data you can see depends on your tier and on the display rules in section 8. After an access end date passes, you will not be able to sign in until access is renewed.
5.5 Sessions. A sign-in lasts up to 72 hours, after which you must sign in again. We may end sessions at any time, for example for security reasons or when an account is suspended.
You agree not to, and not to help or allow anyone else to:
(a) scrape, crawl or bulk-extract the Service, including its pages and its /api/ JSON endpoints, by any automated means, except light personal use of the /api/ endpoints within any limits we publish
[OPERATOR: decide and publish any rate or volume limits; see section 6 note below];
(b) redistribute, republish, resell, sublicense or make available any data, screen, reading or record from the Service to any third party, whether in raw, derived or aggregated form, except as expressly allowed by these Terms and by the terms of the relevant data publisher (section 8);
(c) use the Service or its data to build, train, benchmark or supply a competing product, data feed or database, or to train or fine-tune machine-learning models, [OPERATOR/COUNSEL: confirm scope];
(d) share login credentials or sessions, or access the Service through another person's account;
(e) attempt to see data that is withheld from your tier, probe for withheld series, or work around the display gate, access controls, rate limits or any security measure;
(f) interfere with or disrupt the Service, introduce malicious code, or place an unreasonable load on it;
(g) reverse engineer or decompile the Service, except to the extent applicable law expressly permits;
(h) remove, obscure or alter any attribution, licence, copyright or source notice;
(i) present the Service's data or readings as investment advice, as a forecast, or as endorsed by any data publisher; or
(j) use the Service in breach of any law, including securities, commodities, sanctions, export control and data protection laws.
[Note for operator: limited personal use is allowed above, for example a screenshot in a private note or an internal memo with attribution. Decide whether fair internal use by a subscriber's own team is permitted and say so here.]
7.1 Data in the Service comes from third-party publishers. It may be delayed, stale, incomplete, revised, mislabelled or wrong, through the publisher's actions or ours. Many series are published weeks or months after the period they describe; the "as of" date shown is the date of the latest observation the publisher has released. A series may stop updating without notice; where our systems detect this, the screen marks it as stale, but we do not guarantee that every stale series is marked.
7.2 Publishers revise their data. The Service keeps old values and the date of each change, but a reading shown today may differ from one shown earlier for the same date.
7.3 The Service is not real-time and is not suitable for time-critical decisions. Readings are computed in periodic runs (currently at most once every 15 minutes) and a run may fail or be skipped. Each run is checked against known cases before it is stored; a run that fails that check is labelled on screen.
8.1 Publisher terms pass through to you. Each data series is owned by or licensed from its publisher and remains subject to that publisher's terms. Your use of any data is subject to those terms as well as to these Terms. Where a publisher's terms are stricter than these Terms, the publisher's terms govern your use of that publisher's data. Each instrument screen links to its publisher's terms, and a notices page lists them
[LINK to DATA-ATTRIBUTION page].
8.2 Attribution travels with the data. Required attribution and licence notices appear on every screen under "source notices". If any publisher permits you to reuse its data, you must keep its attribution and comply with its conditions.
8.3 Display gate. We show a data series only where we believe its licence allows display to users of your tier. Series whose licence position is not settled are withheld from your view, and each screen states how many series are withheld. We may withhold, remove or restore any series or source at any time, including because a publisher changes its terms or asks us to stop.
8.4 Free-of-charge disclosures. Some publishers require us to tell purchasers that their information is available free of charge. In particular: statistical data of the European Central Bank shown in the Service is available free of charge from the ECB Data Portal (https://data.ecb.europa.eu/), and Bank of Canada data shown in the Service is available free of charge from the Bank of Canada (https://www.bankofcanada.ca/). Our fees are for the Service (the monitoring, record keeping, presentation and tooling), not for that data.
[COUNSEL: confirm wording against the ECB and Bank of Canada terms, and whether other publishers in DATA-ATTRIBUTION-DRAFT.md need the same disclosure.]
8.5 No endorsement. No data publisher endorses, certifies or is affiliated with the Service unless it says so expressly. Readings, positions, clusters and other derived values are computed by us and are not produced or endorsed by the publishers.
8.6 Third-party sites. Links to publishers' sites and terms are provided for convenience; we are not responsible for their content or availability.
9.1 The beta is a test. The free beta (and any paid beta) is an early version of the Service offered to a limited group of invited users to test it and give feedback. Features, screens, data coverage, tiers, readings, limits and these Terms may change, be added or be removed at any time, with or without notice.
9.2 The beta may end. We may end the beta, or any user's participation in it, at any time. We do not promise that a paid version will be offered, or offered on any particular terms.
9.3 Beta confidentiality. Non-public features, screens, documentation, performance information and invite links that we share with you during the beta are our confidential information. You agree not to disclose them, other than to your own advisers under a duty of confidence, until we make them public. This does not cover the underlying public data, information that is or becomes public through no fault of yours, or information you already lawfully had. [OPERATOR/COUNSEL: decide whether beta users may post screenshots or reviews publicly; if yes, carve that out here with an attribution requirement.]
9.4 Feedback. If you send us ideas, suggestions or feedback, we may use them without restriction or payment to you. You do not give us any rights in your own confidential information by doing so.
9.5 Free beta. During a free beta no fees are charged. Sections 10.3 to 10.7 apply only to paid plans.
10.1 Plans and prices. Paid plans, prices and access periods are as stated in our price list or your order or invoice: [PRICE LIST / PLAN NAMES / CURRENCY]. [OPERATOR: prices and plan names not yet decided.]
10.2 Moving from beta to paid. Beta users may be offered a paid plan. Your account will not move to a paid plan, and you will not be charged, unless you accept the offer.
10.3 How you pay. During the paid beta we bill by [invoice / a hosted payment link operated by a third-party payment provider]. Card and bank details are entered on the provider's own pages and are processed by the provider under its terms; they do not pass through or get stored on our servers.
[OPERATOR: name the provider in the Privacy Policy once chosen.]
10.4 Payment terms. Invoices are due within [NUMBER] days. If payment is late we may suspend access after [NUMBER] days' notice. [OPERATOR/COUNSEL: late fees, if any.]
10.5 Taxes. Fees exclude taxes. You are responsible for any sales, use, value added or similar taxes, which we will add where we are required to collect them. [COUNSEL/ACCOUNTANT: South Dakota and other states' treatment of subscription data services; see COUNSEL-QUESTIONS.md.]
10.6 Renewal and cancellation. [OPTION A, no auto-renewal: Each paid access period ends on its end date unless you pay for a new one.] [OPTION B, auto-renewal: plans renew automatically for the same period unless you cancel before the renewal date; COUNSEL to confirm the disclosures and consent required by state automatic-renewal laws.] You may cancel at any time by writing to [CONTACT EMAIL]; access continues until the end of the period already paid for.
10.7 Refunds. [OPERATOR/COUNSEL: choose one. Example: "Fees are non-refundable except where required by law, or where we end the Service or your plan for reasons other than your breach, in which case we will refund the unused portion of prepaid fees on a pro-rata basis."]
10.8 Price changes. We may change prices for future periods with at least [30] days' notice. Changes do not affect a period you have already paid for.
11.1 By you. You may stop using the Service and ask us to close your account at any time (section 10.6 covers paid periods).
11.2 By us. We may suspend or terminate your access, revoke invites, end your sessions or close your account, immediately and without liability, if we reasonably believe you have breached these Terms (especially sections 5.3 and 6), if required by law or by a data publisher, if needed to protect the Service or other users, or if we end the beta or the Service. Where reasonable, we will tell you why.
11.3 Effect. When access ends, your right to use the Service ends. Sections 3, 6(b), 7, 8, 9.3, 9.4, 12 to 15 and 17 survive. What happens to your account data is described in the Privacy Policy.
12.1 Ours. The Service, including its software, design, screens, wheel, layouts, method descriptions, glossary, documentation, the compilation and arrangement of data, the run record and the derived readings, and the VX Convergence name and marks, are owned by [ENTITY NAME] or its licensors and protected by law.
[COUNSEL: trademark clearance for "VX Convergence" has not been done.]
12.2 Third-party data remains the property of its publishers and is licensed under their terms (section 8). We claim no ownership of it.
12.3 Your licence. Subject to these Terms and payment of any fees, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your own internal information purposes during your access period.
12.4 Everything not expressly granted is reserved.
13.1 THE SERVICE AND ALL DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR DATA PUBLISHERS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.2 Without limiting 13.1, we do not warrant that the Service will be uninterrupted, secure or error free, that any data is current, correct or complete, that any series will remain available, or that any defect will be corrected. We make no warranty about any result you may obtain from using the Service.
14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR DATA PUBLISHERS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, TRADING LOSSES, LOSS OF OPPORTUNITY, LOSS OF DATA OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE OR ANY DATA, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) [USD 100]. DURING A FREE BETA, OUR TOTAL LIABILITY IS LIMITED TO [USD 100].
[COUNSEL: cap amount and structure; enforceability under South Dakota law and for consumers; carve-outs that the law requires (for example fraud or wilful misconduct).]
14.3 Some jurisdictions do not allow certain exclusions or limits; in those places our liability is limited to the fullest extent the law allows.
You will defend, indemnify and hold harmless [ENTITY NAME] and its owners, personnel and data publishers from claims, losses and costs (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Service or any data, or your violation of any law or third-party right.
[COUNSEL: confirm scope, especially for individual users.]
16.1 We may change the Service at any time (see also section 9).
16.2 We may update these Terms. We will post the new version with a new "Last updated" date and, for material changes, give at least [14] days' notice by [email to the address on your account / a notice in the terminal] before they take effect, unless a change is required sooner by law or a data publisher. If you continue to use the Service after the effective date, the updated Terms apply. If you do not agree, stop using the Service and, for a paid plan, ask for a pro-rata refund of prepaid fees [OPERATOR/COUNSEL: confirm].
17.1 These Terms are governed by the laws of the State of [SOUTH DAKOTA, suggested; COUNSEL TO CONFIRM], without regard to its conflict-of-laws rules.
17.2 Any dispute will be resolved exclusively in the state or federal courts located in [COUNTY] County,
[SOUTH DAKOTA], and you and we consent to their jurisdiction. [COUNSEL: alternatively, binding individual arbitration with a class-action waiver and small-claims carve-out; advise which is appropriate.]
17.3 Nothing in this section stops either party from seeking urgent injunctive relief to protect intellectual property or confidential information.
18.1 Entire agreement. These Terms, the Privacy Policy and any order or invoice referring to them are the whole agreement between you and us about the Service. If an order or invoice conflicts with these Terms, the
[order / these Terms] prevail.
18.2 Assignment. You may not transfer these Terms or your account without our written consent. We may transfer them in connection with a reorganisation, merger or sale of the business, or to an affiliate.
18.3 Severability; no waiver. If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.
18.4 Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, including failures of data publishers, hosting providers, networks or power.
18.5 Export and sanctions. You will comply with US export control and sanctions laws in using the Service.
18.6 Notices. We may give you notice by email to the address on your account (if your user name or records include one) or in the terminal. You may give us notice at [CONTACT EMAIL] or [POSTAL ADDRESS].
18.7 Electronic communications. You agree to receive communications from us electronically.
[ENTITY NAME]
[POSTAL ADDRESS], South Dakota, USA
[CONTACT EMAIL]
[OPERATOR: the request-access and support contact channel has not been chosen yet; see LAUNCH-READINESS S12.]