TRM Beacon Network Participation Agreement

By accessing or using the TRM Labs platform, you (“Participant” or “Member”) agree to be bound by these Participation Terms (“Agreement”) with TRM Labs, Inc. (“TRM”), a Delaware corporation with a principal place of business at 450 Townsend Street, San Francisco, CA 94107, effective as of the date of your first access or use of the platform (“Effective Date”). TRM and Participant may be referred to individually as a “Party” and collectively as the “Parties.”

If Participant is entering into this Agreement on behalf of an entity, Participant represents that they have the authority to bind that entity, and “Participant” will refer to that entity. If Participant does not agree to these terms, they must not access or use the platform.‍

1. ‍Scope of Participation‍
   
   1. ‍Beacon Network Overview. The Beacon Network is a public-private initiative designed to enhance the interdiction of illicit funds across the crypto ecosystem. By automating key workflows such as the reporting, tracing, and alerting of illicit fund movements, the Beacon Network accelerates collaboration between law enforcement agencies and Virtual Asset Service Providers (VASPs) and supports more effective and precise freezing of funds linked to crypto hacks, fraud, ransomware, and other illicit activities.
      
      The Beacon Network operates as follows:
      
      - Vetted investigators from private sector and public sector organizations, known as “Beacon Tracers”, may flag addresses through TRM Forensics. These flagged addresses instantly receive a Trusted Community Complaint attribution label in the TRM platform (the “Platform”).
      - The Beacon Network automatically traces the movement of funds from flagged addresses to downstream destinations in real time.
      - If flagged funds are transferred to a Beacon Member VASP or financial institution, the Beacon Network automatically issues a “Beacon Alert” notification to both the receiving Beacon Member and the original flagger.
      -Beacon Members make good-faith efforts to implement a voluntary 7-day compliance hold on funds linked to Beacon Alerts, providing law enforcement with an opportunity to take legal action to freeze illicit assets.
      -The Beacon Network facilitates direct communication between law enforcement and private-sector institutions to enhance investigations and accelerate illicit fund interdictions, while helping VASPs reduce 'false positive' alerts by facilitating the sharing of vetted, high-confidence intelligence within the Network.
      -The services provided by TRM pursuant to this Agreement to or on behalf of Beacon Member shall be referred to herein as “Services.” ‍
   2. Beacon Network Member Obligations. Beacon Network Members play a key role in disrupting illicit financial flows. Participation includes the following commitments:
      
      1. Receiving & Monitoring Beacon Alerts
         Each Member must establish and monitor a designated notification channel (email, Slack, Webhook, Telegram, or other approved methods) to receive Beacon Alerts when flagged funds enter their service.
      2. Good-Faith Efforts for Voluntary Compliance Holds
         
         1. Members commit to making good-faith efforts to place a voluntary compliance hold of up to seven (7) days upon receiving a Beacon Alert, provided the flagged funds have not yet left their service.
         2. Notwithstanding the foregoing, the decision on whether to apply a compliance hold and authority to do so remains solely and finally at the discretion of the Member and may be based on internal policies, such as:
            
            1. Whether the flagged address was reported by law enforcement or the private sector
            2. The predicate offense associated with the flagged address
            3. The nature of the flagged address
            4. Other internal policies and considerations
   3. ‍Terms of Use. By participating in the Beacon Network, all Members agree to abide by the Beacon Network Terms of Use, except as may be agreed herein.  For avoidance of doubt, the in case of direct conflict, the terms of this Agreement shall govern. Failure to comply may result in suspension or termination of access, along with any applicable legal actions.
2. ‍ Term and Termination‍
   
   1. ‍Term. This Agreement shall remain in effect for one (1) year from the Effective Date. Unless specified otherwise herein, this Agreement shall automatically renew for additional one (1) year periods (a “Renewal Term”), unless written notice of non-renewal is received by the other party at least thirty (30) days prior to the expiration of the then current term.
   2. ‍Termination Either Party may terminate this Agreement: (a) at any time for any reason by providing thirty (30) days’ prior written notice to the other Party; or (b) immediately upon the material breach of the other party that is not cured within ten (10) days. 
3. ‍ Fees‍
   
   1. ‍Fees. If applicable, the Fees for the Agreement shall be outlined in a separate Order Form, to be signed by both parties.
   2. ‍Invoice. If applicable, Participant shall pay each TRM invoice upfront annually, for the Tier selected in Exhibit A, within thirty (30) days of the invoice date via credit card, wire transfer, ACH, or another approved method. Unless otherwise specified, payments are in U.S. dollars, non-refundable, and in immediately available funds. Late payments accrue interest at 1.5% per month or the maximum legal rate. Payments must be made in full without setoff, deduction, or withholding, except as required by law.
   3. ‍Taxes. Participant is responsible and shall pay any applicable sales, use, and other taxes and similar charges based on or arising from the Agreement. If Participant is exempt from applicable taxes, Participant shall provide the appropriate tax exemption certificate upon receipt of the outstanding invoice from TRM.
4. ‍Representations and Warranties‍
   
   1. ‍Beacon Network Data. Participant represents and warrants that (a) the data uploaded by Participant as part of the Beacon Network (“Beacon Network Data”) has been collected, processed and transferred in accordance with applicable laws including all applicable privacy regulations; (b) Participant owns or has a license to use and has obtained or established and maintains all legal bases, consents and approvals necessary for the provision and use by TRM of all of the Beacon Network Data that is placed on, transmitted via or recorded by the Beacon Network; and (c) the execution, delivery, and performance by Participant of this Agreement, including without limitation the provision of the Beacon Network Data, does not and will not violate any applicable statute, regulation, or law, or infringe any intellectual property right or other legal right of any third party.
   2. ‍Disclaimers. EXCEPT AS PROVIDED HEREIN OR IN AN ORDER FORM AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMS, AND ALL RELATED SOFTWARE, INFORMATION, TECHNOLOGY, AND SERVICES PROVIDED BY OR ON BEHALF OF THE BEACON NETWORK ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF COMPANY IS ADVISED OF THE PURPOSE), ACCURACY, AND/OR NON-INFRINGEMENT. 
   3. ‍Compliance. Each Participant represents and warrants that it shall comply with all applicable laws and regulations, including data privacy laws, in connection with its participation in the Beacon Network pursuant to this Agreement, including the collection of data and provision of any data into the Platform. 
5. ‍Limitation of Liability‍
   
   1. ‍Mutual Limitation of Liability. To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, arising out of or related to this Agreement, even if advised of the possibility of such damages.
   2. ‍TRM LIMITATION OF LIABILITY. TRM shall not be liable to Participant or any third party for any adverse actions, damages, or losses resulting from Participant’s involvement in the Beacon Network.
      
      THE AGGREGATE LIABILITY OF TRM TO PARTICIPANT ARISING FROM ITS ACCESS TO OR USE OF THE SERVICES, OR PLATFORM IN CONNECTION WITH THIS AGREEMENT, OR TRM’S PROVISION OF PROFESSIONAL SERVICES IN CONNECTION THEREWITH, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES THAT HAVE BEEN PAID TO TRM FOR ACCESS TO AND USE OF THE PLATFORM IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT). IN NO EVENT WILL TRM OR ITS LICENSORS BE LIABLE TO PARTICIPANT OR ANY OTHER THIRD-PARTY WHO OBTAINS BEACON NETWORK DATA FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY BEACON NETWORK DATA IN CONNECTION WITH THE BEACON NETWORK. THE FOREGOING LIMITATIONS FORM AN ESSENTIAL BASIS FOR THIS AGREEMENT AND SHALL SURVIVE REGARDLESS OF THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.
      
      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT CONSTITUTE OR PROVIDE LEGAL, TAX, OR INVESTMENT ADVICE. FURTHER, TRM PROVIDES REPORTING AND INFORMATION SERVICES ONLY AND HAS NO LIABILITY FOR THE TRANSACTIONS ANALYZED BY THE SERVICES OR FOR ANY ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. IN NO EVENT WILL TRM BE RESPONSIBLE IN CONNECTION WITH ANY ACTUAL OR POTENTIAL VIOLATIONS IN CONNECTION WITH PARTICIPANT’S USE OF THE SERVICES CONTEMPLATED HEREIN OR FOR ANY CONTENT POSTED BY PARTICIPANT OR OTHER USERS IN ANY OF THE SERVICES.
6. ‍Indemnification‍
   
   1. ‍Indemnification by Participant. Participant agrees to indemnify, defend, and hold harmless TRM, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:
      
      1. Participant’s breach of any applicable law to the extent related to the Services provided pursuant to this Agreement;
      2. Any actions taken by Participant based on data obtained through the Beacon Network that result in damages to any third party; or
      3. Any misuse of Beacon Network Data or breach of this Agreement by Participant, or anyone acting on Participant’s behalf, that causes harm to any entity or individual.
7. ‍Confidentiality‍
   
   1. ‍Obligation of Confidentiality. Each Participant shall maintain the confidentiality of any non-public information received in connection with the Beacon Network, including any data received including but not limited to Beacon Alerts, other Beacon Participants’ identities, and non-public blockchain attribution associated with the Beacon Network. Participants may not disclose such information to any third party without prior written consent of TRM, except as required by law. For purposes of this Agreement, “Confidential Information” means any information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement that is (a) in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, (b) in the case of oral or visual disclosure, is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the Receiving Party within a reasonable time, or (c) under the circumstances should in good faith be considered to be confidential. Confidential Information includes, without limitation, information related to research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, Participants, marketing or finances of either party, the content or existence of any negotiations, and pricing. All technology or proprietary information underlying a Platform, Software, or any of the Services, including nonpublic attribution data pertaining to an entity or blockchain wallet included in the Services, shall be deemed Confidential Information of TRM without any need for designating the same as confidential or proprietary. For avoidance of doubt, TRM’s Confidential Information also includes, without limitation, any information or data derived from Platform that TRM shares with Participant (e.g., specific blockchain addresses, transaction hashes, attribution, graphs, or labels), in whatever form such information or data is shared (e.g., Slack communication, email, spreadsheet, orally, etc.). Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it is: (i) already in the possession of the Receiving Party prior to the first disclosure hereunder as shown by records or files; (ii) is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the Receiving Party; (iii) is approved in writing by the Disclosing Party; (iv) required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the Receiving Party to the Disclosing Party for the purpose of enabling the Disclosing Party to prevent and/or limit the disclosure; or (v) independently developed by either party without use of the Confidential Information from the other party.
8. ‍Data License and Ownership. ‍
   
   1. ‍License to Participant. TRM hereby grants Participant a non-exclusive, non-sublicensable, non- transferable, worldwide license to access and use the Beacon Network and its Services, solely for legitimate business purposes, which may include conducting investigations which may involve the creation or provision of data, analysis, findings, reports or other written materials which are generated in connection with Participant’s access to the Beacon Network pursuant to this Agreement. 
   2. ‍License to TRM. Subject to the terms and conditions of this Agreement, Participant hereby grants TRM a non-exclusive, royalty-free, transferable, irrevocable, sublicensable, worldwide, license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, display, store, archive, and make derivative works of the Beacon Network Data in order to provide the Services to Participant and as necessary or useful to monitor and improve the Platform or any of the Services related to the Beacon Network, both during and after the Term. For the avoidance of doubt, TRM may use, reproduce and disclose Platform and Services-related Beacon Network Data that is anonymized, de-identified, or otherwise rendered not reasonably associated with or linked to Participant or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material (and all rights therein) will be owned by TRM. 
9. ‍General. ‍
   
   1. ‍Publicity. The Parties agree that TRM may generally use Participant’s name, logo and trademarks on its website and other marketing materials so long as such use is not construed in any way to imply that TRM is authorized to act as an agent or a representative of Participant. Additionally, Participant agrees to be included in a private list as may be disclosed from time to time to law enforcement members. Participant acknowledges and agrees that its participation in the Beacon Network may be disclosed in a confidential and access-controlled list ("Beacon Participant List") made available solely to authorized law enforcement participants who submit address flags through the Beacon platform. The Beacon Participant List will identify participating organizations and, where applicable, indicate whether a flagged address has been disseminated to a given participant.‍
   2. Assignment. Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. TRM may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with the Beacon Network shall not be deemed a sublicensee under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. ‍
   3. Entire Agreement. This Agreement, together with its exhibit(s), is the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, and all prior and contemporary proposals and discussions relating to the subject matter of this Agreement. ‍
   4. Governing Law. This Agreement shall be construed in accordance with applicable U.S. federal law and the laws of the State of California without regard to conflict of laws principles. The U.N. Convention on the International Sale of Goods does not apply to this Agreement or to the rights or duties of the parties under this Agreement. In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be finally settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Notwithstanding the foregoing, each party shall have the right to institute an action in the state or federal courts of San Francisco County, California for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s).‍
   5. Miscellaneous. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind. All notices, modifications and waivers under this Agreement must be in a writing executed by a duly authorized representative of each of the parties. If any provision of this Agreement is determined to be unenforceable, that provision will be replaced with the valid one that most closely achieves the parties’ intent and the remainder of this Agreement will remain enforceable. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. In the event of any conflict or inconsistency between the terms of this Agreement and those of any other agreement, document, or appendix, the terms expressly set forth in this Agreement shall govern and take precedence.

‍