MSA Terms

1. General Terms

This Time Seventeen Services Agreement (“Agreement”) is effective as of the date of the last signature of the applicable statement of work or order (“Effective Date”) and is entered into by and between Time Seventeen Inc. (“Time Seventeen”) and the person or legal entity named in that statement of work or order (“Customer”). It governs Customer’s purchase and use of Time Seventeen’s products and services (collectively, the “Services”).

This Agreement includes these General Terms and Conditions (“Terms”), each statement of work (“SOW”), order (“Order”), service-specific addendum, exhibit, policy, program guide, and other document incorporated by reference. If Customer and Time Seventeen have signed a separate services agreement that expressly supersedes these Terms, that signed agreement controls.

Time Seventeen may update these Terms as described in Section 11. Customer is responsible for reviewing the current version.

2. Services

2.1 Orders

The parties may enter into Orders for Services, including Services used by Customer on behalf of its clients. Each Order will identify the purchased Services, applicable fees, subscription term, and any data, reports, analyses, work product, or other output to be delivered to Customer (“Deliverables”).

2.2 Service-Specific Addenda

Access to certain Services may require additional terms (“Service Addenda”). Each accepted Service Addendum is incorporated into and subject to this Agreement.

2.3 Professional Services

The parties may execute an SOW for implementation, research, analytical, consulting, or other professional services. Each SOW is incorporated into and subject to this Agreement.

2.4 Acceptable Use

Customer will use, and permit use of, the Services and Deliverables only in compliance with this Agreement and the Acceptable Use Policy.

2.5 Prohibitions

Customer will not, and will not permit a third party to:

• use third-party intellectual property or technology through the Services without necessary rights and permissions;
• use the Services or Deliverables to develop or improve a substantially similar competing product or service;
• copy, resell, redistribute, or sublicense the Services or Deliverables except as expressly authorized;
• interfere with security controls, rate limits, access restrictions, data integrity, or service availability; or
• use the Services in violation of applicable law, venue rules, sanctions, export controls, or the Acceptable Use Policy.

2.6 Suspension and Termination

Time Seventeen may immediately restrict, suspend, or terminate access if it reasonably believes that: (a) Customer, an authorized user, or a client has materially violated this Agreement or the Acceptable Use Policy; (b) continued use poses an imminent and material security risk; (c) unauthorized use may subject Time Seventeen or a third party to imminent and material liability; or (d) continued use is unlawful. Where reasonably practicable and legally permitted, Time Seventeen will provide notice and an opportunity to cure.

3. Intellectual Property

3.1 Customer Data

Customer and its licensors retain all right, title, and interest in data and content provided by or on behalf of Customer (“Customer Data”). Customer grants Time Seventeen and its contractors a non-exclusive, worldwide, royalty-free, fully paid license to host, use, reproduce, transmit, and process Customer Data solely to provide, secure, support, develop, and improve the Services or as otherwise authorized by this Agreement.

Customer is responsible for Customer Data and represents that it has all rights and permissions necessary to provide and use it. Unless an Order expressly permits otherwise, Customer Data must not include sensitive personal data, regulated health information, payment-card data, private keys, seed phrases, or information subject to heightened legal or security requirements.

3.2 Deliverables

Subject to this Agreement and payment of all fees, Time Seventeen grants Customer a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use Deliverables for Customer’s internal business purposes and as otherwise specified in the applicable Order, subject to the Acceptable Use Policy.

3.3 Time Seventeen Technology

Time Seventeen and its licensors retain all right, title, and interest in the Services and all software, APIs, market-data infrastructure, index methodologies, models, signals, analytics, documentation, designs, processes, technology, updates, and derivative works created by or for Time Seventeen (“Time Seventeen Technology”). No rights are granted except those expressly stated in this Agreement.

3.4 Feedback and Usage Data

If Customer provides suggestions or feedback, Time Seventeen may use them without restriction or obligation. Time Seventeen may collect and use aggregated or de-identified technical and operational data generated through use of the Services (“Usage Data”) to operate, secure, analyze, and improve the Services. Usage Data excludes identifiable Customer Data and will not be used to identify or re-identify Customer or an individual.

4. Payment

4.1 Fees

Customer will pay fees stated in each SOW or Order. Unless otherwise stated, invoices are due in full within 30 days of the invoice date. Except for a good-faith invoice dispute, Customer may not reduce amounts due by counterclaim, set-off, adjustment, or other claim.

4.2 Credits

An Order may require prepaid credits. Unless the Order states otherwise, credits are non-refundable, non-transferable, and expire at the end of the applicable subscription term.

4.3 Taxes

Fees exclude sales, use, value-added, goods-and-services, withholding, and similar taxes. Customer is responsible for taxes attributable to its purchase or receipt of Services, excluding taxes based on Time Seventeen’s net income or property. If withholding is legally required, Customer will provide appropriate documentation and, where permitted by law, gross up payment so that Time Seventeen receives the amount otherwise due.

5. Confidentiality

5.1 Definition

“Confidential Information” means non-public information relating to a party’s business, technology, finances, customers, products, security, or operations, including Customer Data, and information that reasonably should be understood as confidential from its nature or the circumstances of disclosure. Confidential Information excludes information that the recipient can document: (a) is public through no breach; (b) was lawfully received without restriction from a third party; (c) was already lawfully known without a duty of confidentiality; or (d) was independently developed without use of the discloser’s Confidential Information.

5.2 Protection and Permitted Use

The recipient will protect Confidential Information using at least reasonable care and will use it only to exercise rights or perform obligations under this Agreement. A recipient may disclose Confidential Information to affiliates, employees, contractors, accountants, auditors, and legal advisers who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

Upon written request following termination, the recipient will return or destroy Confidential Information, except for copies retained under routine backup, legal, compliance, or records-retention requirements. Retained information remains protected by this Agreement.

5.3 Required Disclosure

A recipient may disclose Confidential Information when required by a valid law, court order, subpoena, or regulatory demand, provided that, where legally permitted, it gives prompt notice, reasonably assists efforts to limit disclosure at the discloser’s expense, and discloses only the legally required portion.

5.4 Publicity

Neither party may use the other party’s name, trademarks, logos, or the terms of this Agreement in publicity or promotional material without prior written consent, except that Customer may accurately identify Time Seventeen as the source of a Deliverable where the applicable Order permits attribution.

6. Privacy and Security

Time Seventeen will use commercially reasonable safeguards designed to prevent unauthorized access to, use of, storage of, or disclosure of Customer Data and will comply with privacy and data-protection law applicable to its performance of the Services. Where Time Seventeen Processes Personal Data on Customer’s behalf, the Data Processing Agreement applies.

Customer is responsible for configuring access controls, safeguarding credentials and signing devices, and promptly notifying Time Seventeen of suspected unauthorized access.

7. Warranties and Disclaimers

7.1 Limited Warranty

Time Seventeen warrants that it will perform the Services with professional care and skill in material conformance with this Agreement and the applicable Order. If a material breach of this warranty, not caused by Customer, remains uncured more than 30 days after written notice, Customer may terminate the affected Services. As Customer’s exclusive remedy, Time Seventeen will refund prepaid fees covering the unused portion of the terminated Services.

7.2 General Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1 OR A WARRANTY EXPRESSLY STATED IN A SERVICE ADDENDUM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIME SEVENTEEN DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.

7.3 Data, Signals, and Analytical Outputs

MARKET DATA, INDEXES, SIGNALS, MODELS, ESTIMATES, RESEARCH, AND OTHER DELIVERABLES MAY BE DELAYED, INCOMPLETE, INACCURATE, OR SUBJECT TO REVISION. THEY ARE INHERENTLY PROBABILISTIC AND MAY DEPEND ON THIRD-PARTY DATA, VENUES, NETWORKS, PROTOCOLS, OR SUBJECTIVE JUDGMENT. TIME SEVENTEEN DOES NOT WARRANT THAT A DELIVERABLE WILL BE ERROR-FREE, MEET CUSTOMER’S REQUIREMENTS, PREDICT AN OUTCOME, OR REMAIN AVAILABLE WITHOUT INTERRUPTION.

THE SERVICES AND DELIVERABLES DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, INVESTMENT, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, AN OFFER OR SOLICITATION TO BUY OR SELL AN ASSET, OR A GUARANTEE OF PERFORMANCE. CUSTOMER IS RESPONSIBLE FOR INDEPENDENT VERIFICATION, QUALIFIED HUMAN REVIEW, AND ALL DECISIONS MADE USING THE SERVICES.

7.4 Investment, Market, and Digital-Asset Risks

Where an Order involves investment research, trading analysis, digital assets, prediction markets, or custody-related workflows, Customer acknowledges the following:

• Any private fund or product material is directed only to eligible professional or qualified investors, may not be redistributed without authorization, and is subject to controlling offering and governing documents.
• Past performance does not indicate or guarantee future results. An investor may lose all invested principal. Strategies, objectives, constraints, and market conditions may change, and conventional risk-adjusted metrics may not capture strategies whose returns are concentrated in a small number of event windows.
• Fundamental judgments, probability estimates, tail-risk models, and quantitative methods depend on incomplete information, assumptions, human judgment, and model limitations. Their accuracy cannot be guaranteed.
• Access to a prediction market or trading venue may be limited by geography, user status, venue terms, or law. Customer must independently determine eligibility, including whether restrictions applicable to U.S. persons or other jurisdictions apply. A venue may suspend accounts, liquidate positions, limit withdrawals, change fees or listing rules, experience outages, or cease operations.
• Digital assets and stablecoins are not bank deposits and generally are not protected by deposit insurance. They may be volatile, lose liquidity, deviate from an intended reference value, or be affected by issuer, reserve, regulatory, network, smart-contract, and counterparty risk. An issuer or authority may freeze an address, including an address holding USDC or another stablecoin.
• Self-custody and multi-signature wallets, including Safe-based arrangements, depend on smart-contract security, signer judgment, threshold design, key custody, devices, interfaces, and transaction verification. Undiscovered vulnerabilities, compromised signers, lost access, malicious front ends, or deceptive transaction displays can lead to irreversible loss, theft, or permanent lock-up of assets.

These risks are not exhaustive. Customer should review all controlling documents and consult its own legal, tax, technical, and financial advisers before acting.

8. Third-Party Claims

8.1 By Customer

Customer will defend Time Seventeen and its officers, directors, and employees against third-party suits, claims, actions, or demands (“Claims”) to the extent arising from Customer Data, Customer’s use of Deliverables, Customer’s material breach of this Agreement, or Customer’s gross negligence or willful misconduct.

8.2 By Time Seventeen

Time Seventeen will defend Customer and its officers, directors, and employees against Claims alleging that the Services, when used as authorized, infringe a third party’s intellectual-property rights, or arising from Time Seventeen’s gross negligence or willful misconduct. This obligation does not apply to a Claim caused by Customer Data, unauthorized modifications, combination with items not supplied by Time Seventeen, or continued use after Time Seventeen provides a non-infringing replacement or instructs Customer to stop.

8.3 Process

Each defense obligation is conditioned on prompt notice of the Claim and reasonable cooperation at the defending party’s expense. The defending party controls the defense and settlement but may not admit fault or impose a non-monetary obligation on the defended party without prior written consent.

9. Limitation of Liability

9.1 Liability Cap

TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

9.2 Excluded Damages

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS, DATA, OR REPUTATION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

9.3 Exceptions

Sections 9.1 and 9.2 do not limit liability that cannot lawfully be limited or excluded. The limitations do not apply to a party’s fraud, gross negligence, willful misconduct, breach of Section 5, infringement or misappropriation of the other party’s intellectual-property rights, or defense obligations under Section 8.

10. Term and Termination

10.1 Term

This Agreement begins on the Effective Date and continues until terminated under this Section or as stated in an applicable addendum, SOW, or Order.

10.2 Termination

Either party may terminate this Agreement: (a) on 30 days’ written notice if no SOW or Order is in effect; (b) immediately on notice if the other party becomes subject to bankruptcy, insolvency, receivership, or liquidation proceedings and applicable law permits termination; or (c) immediately on notice if the other party materially breaches this Agreement and fails to cure within 30 days after written notice. A party may terminate an affected Order on the same basis. Termination of this Agreement terminates all Orders then in effect unless the parties agree otherwise.

10.3 Effect of Termination

Upon expiration or termination, Customer will stop using the affected Services and applicable licenses will end. Customer will pay all accrued and outstanding amounts within 30 days. Unless an Order states otherwise, termination does not relieve Customer of committed fees for the terminated subscription term, except where Customer terminates for Time Seventeen’s uncured material breach.

10.4 Survival

Sections concerning intellectual property, payment, confidentiality, disclaimers, third-party claims, limitation of liability, accrued obligations, and miscellaneous terms survive to the extent necessary for their interpretation or enforcement.

11. Miscellaneous

11.1 Amendment

Time Seventeen may update these online Terms on 30 days’ written or electronic notice. Continued access to the Services after the notice period constitutes acceptance. A modification to a signed SOW, Order, or Service Addendum must be in writing and signed by authorized representatives of both parties.

11.2 Relationship

The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, agency, franchise, or employment relationship.

11.3 Notices

Legal notices to Time Seventeen must be sent to quant@t17.capital. Time Seventeen will send notices to the postal or email address stated in Customer’s SOW or Order. A party may update its notice details by written notice.

11.4 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets or equity. Time Seventeen may assign this Agreement to an affiliate. This Agreement binds and benefits permitted successors and assigns.

11.5 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to conflicts-of-law rules. Subject to the right of either party to seek interim or injunctive relief in a court of competent jurisdiction, a dispute arising from this Agreement will be finally resolved by binding arbitration in Delaware under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court with jurisdiction.

11.6 Trade Laws

Customer will comply with applicable export controls, economic sanctions, and trade laws, including restrictions administered by the U.S. Department of Commerce and Office of Foreign Assets Control. Customer represents that it is not a restricted or sanctioned person and will not permit use of the Services for prohibited end uses or in prohibited territories.

11.7 U.S. Government Rights

To the extent the Services are acquired by or for the U.S. Government, they are commercial items and any software is commercial computer software under FAR 12.211 and 12.212 and DFARS 227.7202, as applicable. Government users receive only the rights stated in this Agreement unless a mandatory law requires otherwise.

11.8 Force Majeure

Except for payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control.

11.9 Severability and Waiver

If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective. A failure or delay in exercising a right is not a waiver.

11.10 Construction and Order of Precedence

Headings are for convenience only. “Including” means “including without limitation.” URLs include successor URLs. If incorporated documents conflict, the following order controls unless a later document expressly states that it supersedes an earlier one: (a) a Service Addendum; (b) the applicable SOW or Order; (c) these Terms; and (d) another incorporated document.

11.11 Entire Agreement

This Agreement constitutes the entire understanding of the parties concerning its subject matter and supersedes prior or contemporaneous agreements, representations, and understandings concerning that subject matter.