CruTrade Terms of Service
1. Introduction
CruTrade (“CruTrade,” the “Company,” “we,” “us,” or “our”) is a platform owned and operated by CruTrade, Inc., a company incorporated in Panama. These Terms of Service (“Terms”) govern your access to and use of our technology and services, including the CruTrade website(s), APIs, mobile applications, and all associated tools, features, and functionalities — including, but not limited to, integrations via Twitter, Substack, and other supported channels (collectively, the “Platform”).
CruTrade offers a digital marketplace for non-fungible tokens (“NFTs”) referencing collectible assets, including fine wine (the “Services”).
CruTrade does not own, store, or sell any physical goods. All wines referenced on the Platform are stored, insured, and fulfilled by Crurated Limited, a company registered in England and Wales, which serves as the merchant of record for physical deliveries.
For the limited purpose of facilitating redemption and shipment of bottles represented by NFTs, CruTrade acts as an authorized agent of Crurated Limited, collecting user verification data, delivery details, and applicable redemption fees or taxes on Crurated’s behalf.
By accessing or using the Platform or Services, you:
(a) acknowledge and agree that your participation involves the trading of NFTs on a digital marketplace; and
(b) agree to be bound by these Terms, including any documents incorporated by reference (such as our Privacy Policy) and any additional terms or conditions that may apply to specific features or third-party integrations.
If you do not agree to these Terms, you are not authorized to access or use the Platform or the Services. We reserve the right to modify these Terms at any time, at our sole discretion. Any changes will take effect immediately upon posting on the Platform. Your continued use of the Platform or Services after such changes constitutes your acceptance of the revised Terms.
2. Definitions
“NFT" refers to a non-fungible token or similar digital item that is secured and authenticated on a public blockchain. NFTs are generally governed by smart contracts that define ownership and transferability.
"Use" includes accessing, viewing, interacting with, or otherwise engaging with the Platform, whether passively or actively or using the Services. This encompasses actions such as visiting the Platform, browsing content, connecting a wallet, conducting transactions, or utilizing any services or features."You" refers to any user of the Platform or Services. If you are using the Platform or Services on behalf of an entity,
"you" also includes the entity.
“Crurated” means Crurated Limited, a company incorporated in England and Wales, which owns and stores all physical wine referenced on the Platform.
“Provenance NFT” means a non-transferable blockchain record issued by Crurated that certifies authenticity and provenance of a specific bottle.
“Wrapper NFT” means a transferable NFT minted by or on behalf of Crurated when a bottle is listed on the CruTrade marketplace, referencing a specific serial number and Provenance NFT.
“Custodian” means Crurated and its approved bonded warehouses responsible for holding and storing wine until redemption.
“Merchant of Record” means Crurated Limited for physical redemptions and deliveries.
“TMV” (True Market Value) refers to the calculated estimate of fair market value for each bottle listed on the Platform. TMV is determined by CruTrade’s proprietary algorithm, which aggregates prevailing global market data and refines it using verified information about provenance, storage conditions, vintage, and bottle format. TMV serves as a transparent reference point to assist Users in evaluating listings, supporting informed trading decisions, and preserving pricing integrity across the marketplace. TMV values are indicative only and do not constitute an offer, guarantee, or appraisal by CruTrade.
3. Eligibility
3.1 Age Requirements
To access or use the Services, you must be at least eighteen (18) years of age, or the minimum age of digital consent in your jurisdiction, whichever is greater.
Because certain NFTs reference collectible items such as wine, additional age or legal-consumption restrictions may apply under local laws governing the purchase, possession, or importation of alcohol. It is your responsibility to ensure compliance with all applicable legal requirements in your jurisdiction.
3.2 Jurisdiction Restrictions
The Services may not be available in all jurisdictions. You may not use the Services if you are located in, incorporated, otherwise established in, or a citizen or resident of any state, country, territory, or other jurisdiction where the use of the Services would be illegal or otherwise violate applicable laws, or cause us or any third party to contravene any applicable law.
We reserve the right, in our sole discretion, to deny access to, block, or restrict use of the Services where required by law.
3.3 Sanctions Compliance
You may not use the Services if you are subject to economic or trade sanctions of any origin, including, without limitation, those imposed by the United Nations, the U.S. Office of Foreign Assets Control (OFAC), the U.K. HM Treasury, the European Union, or any similar authority.
3.4 Compliance with Applicable Laws
You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations in your jurisdiction.
You represent that your access to and use of the Platform and any NFTs will fully comply with such laws, and that you will not use the Services to conduct, promote, or facilitate any illegal activity.
3.5 No Guarantee of Availability
We do not guarantee that the Services or any feature will be available in any specific jurisdiction. We may modify, suspend, or discontinue any part of the Services at any time if necessary to comply with legal or regulatory requirements.
3.6 Account Delegation
If you use the Services on behalf of another person or entity, you must have authority to bind that person or entity to these Terms and you agree to these Terms on their behalf.
3.7 Local Restrictions for Redemption Activities (New)
Because physical redemptions are fulfilled by Crurated Limited (England and Wales), any “Ship to Me” or similar redemption request is subject to the import, tax, and consumer-protection laws of the jurisdiction of delivery. You may not initiate redemption in any country where shipment or delivery of alcohol would be unlawful.
4. Account Registration
4.1 Account Creation
To access certain features of our Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Users who wish to submit a redemption (“Ship to Me”) request must maintain a verified account that satisfies identity and age verification standards required by Crurated Limited and applicable law.
4.2 Account Security
You are responsible for safeguarding your password and for all activities that occur under your account. You agree to notify CruTrade immediately of any unauthorized use of your account or any other breach of security. CruTrade may share verification status or identity data with Crurated solely for the purpose of processing redemption requests or complying with age and import restrictions.
5. Use of Services
5.1 Prohibited Activities
If you use the Platform or Services, you agree not to engage in any of the following prohibited activities: Using the Services for any illegal purpose or in violation of any local, state, national, or international lawHarassing, threatening, or intimidating other usersImpersonating CruTrade, its employees, or other usersInterfering with or disrupting the Services or servers or networks connected to the Services. Attempting to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services. Using any automated system, including "robots," "spiders," or "offline readers," to access the Services. Transmitting any viruses, worms, defects, Trojan horses, or other items of a destructive natureReselling or making commercial use of the Services without CruTrade's prior written consent.
5.2 Redemption ("Ship to Me")
Holders of eligible Wrapper NFTs may redeem the underlying wine directly through the Platform by submitting a “Ship to Me” request. CruTrade acts solely as authorized agent for Crurated Limited (England & Wales) to collect redemption details, perform identity and age verification, and process any applicable shipping fees, taxes, or duties.
All physical fulfillment, invoicing, and VAT responsibilities rest exclusively with Crurated Limited. CruTrade does not own, store, or sell any wine or spirits. Redemption cannot be initiated for bottles represented by active listings or unredeemed Wrapper NFTs still trading on the Platform. By submitting a redemption request, you agree to be bound by Crurated’s Terms of Sale and Delivery in addition to these Terms of Service.
5.3 TMV (True Market Value)
CruTrade provides TMV™ as an informational feature to assist Users in assessing the indicative value of bottles represented by NFTs. TMV reflects market conditions and proprietary data modeling at the time of calculation and may fluctuate based on supply, demand, and verified provenance inputs. TMV is for reference purposes only and does not represent a guaranteed resale value, offer price, or investment return.
Users acknowledge that TMV is an estimate provided “as is” without warranty of accuracy or completeness. CruTrade disclaims liability for any reliance placed on TMV™ by Users in connection with purchase, sale, or redemption decisions.
6. User Content
6.1 User Provided Content
You are solely responsible for any content you create, submit, post, promote, or display on or through the Platform, as well as for compliance with applicable laws, regulations, and these Terms (including the User Conduct requirements). This includes ensuring the legality, authenticity, and accuracy of all metadata associated with your NFTs and digital items. By posting or submitting content, you represent and warrant that:You have all necessary rights, licenses, consents, permissions, power, and authority to grant CruTrade the license described above.Your content does not violate any intellectual property rights, publicity rights, or other third-party rights, and does not contain material that violates any laws. Terminating your ability to participate in any CruTrade promotional programs, including any rewards program.You are responsible for the content and metadata associated with your NFTs and digital items, including ensuring that they do not contain infringing material unless you have obtained the required permissions or are otherwise legally entitled to post the material.
6.2 Grant of License to CruTrade
By using the Platform in conjunction with creating, submitting, posting, promoting, or displaying content, you grant CruTrade a worldwide, non-exclusive, sublicensable, royalty-free license to: Use, copy, modify, and display your content for current and future business purposes, including providing, promoting, and improving the Platform. This license extends to any text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or other content you post, as well as any digital files, art, or materials linked to or associated with NFTs or other digital items displayed on the Platform.
6.3 Your Feedback
Crutrade welcomes feedback, comments, and suggestions for improving the Platform (“Feedback”). By providing Feedback, you:Acknowledge that it does not grant you any ownership or rights in the Platform or the Feedback itself. Assign to CruTrade all rights, title, and interest in the Feedback, including intellectual property rights such as patents, copyrights, trademarks, and trade secrets.Agree that CruTrade may use and disclose your Feedback for any purpose without compensation or further notice to you.
6.4 Ownership
CruTrade does not claim ownership of your content, other than Feedback as defined in these Terms above. The license you grant allows us to use and display your content to operate and improve our Platform, but ownership remains with you.
6.5 User Conduct
To ensure a safe and lawful environment, we reserve the right to take action, with or without prior notice, if we determine at our sole discretion that you have violated these Terms or may be using the Platform or Services for unlawful activities. Such actions may include: Removing or restricting access to certain NFTs or other digital items. Limiting or disabling access to the Platform or specific features.Taking other measures as necessary to protect the Platform and its users.
6.6 Your Responsibilities
You are solely responsible for your conduct and the content you create, display, or distribute on or through the Platform. You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, in connection with using the Platform. In addition to all responsibilities and obligations outlined elsewhere in these Terms, you also agree:
-To do your own research (DYOR) before interacting or transacting with any NFT or other digital item displayed on the Platform.
-Not to use or attempt to use another user's account without their authorization.
-Not to impersonate another person or entity.
-Not to attempt to override or circumvent measures put in place by CruTrade to block certain blockchain addresses.
-Not to distribute spam, including by sending unwanted NFTs to other users, or to use the Platform or its data for unsolicited advertising or direct marketing, including email, SMS, or telemarketing campaigns.
-Not to use the Platform or any software, API, or functionality to damage, disrupt, or overburden the Platform's operations.
-Not to circumvent access controls, rate limits, or traffic filters by using unauthorized tools, multiple IP addresses, or obfuscating traffic sources.
-Not to use CruTrade APIs or future APIs in violation of our developer policies or any applicable agreements.
-Not to exploit the Platform for unauthorized commercial purposes, inconsistent with these Terms or CruTrade’s guidelines.
-Not to employ automated tools (e.g., scrapers, bots, crawlers) to access, extract, or manipulate Platform data without authorization.
-Not to reverse engineer, decompile, or disassemble the Platform, or bypass measures designed to prevent or limit access to specific areas, code, or functionality.
-Not to circumvent CruTrade's fee structures or attempt to resell the Platform or its features.-Not to manipulate metrics (e.g., artificially inflating views, favorites, or rankings) to alter search results or the visibility of items or collections.
-Not to manipulate prices, commit fraud, or engage in deceptive or misleading practices.Not to buy, sell, or transfer stolen or fraudulently obtained items or NFTs.
-Not to violate the intellectual property rights of others or create and display illegal content.
-Not to create or display NFTs that promote hate, violence, self-harm, or illegal activities, including child sexual exploitation or doxing.
-Not to disrupt the experience of other users by interfering with their ability to enjoy or access the Platform.
6.7 NFT Metadata and Provenance Integrity
Users acknowledge that NFTs traded on the Platform may reference physical bottles held by Crurated Limited. You must ensure that all metadata and representations associated with your NFTs—including serial numbers, provenance information, and ownership claims—are accurate and not misleading.
CruTrade reserves the right to remove or restrict access to any NFT or listing that:
(a) misrepresents or falsifies provenance or custody data;
(b) references a bottle that is not actually held under Crurated custody; or
(c) otherwise violates Crurated’s authenticity or redemption policies.
By creating or listing an NFT on the Platform, you authorize CruTrade to coordinate with Crurated Limited to verify authenticity and custody information where necessary to protect Users and maintain data integrity.
7. CruTrade's Ownership of the Platform
7.1 Intellectual Property
All proprietary elements of the Platform are owned by CruTrade. This includes:
- The Platform’s “look and feel,” such as text, graphics, images, logos, page headers, button icons, URLs, scripts, and other design elements that make up the Platform.
- Digital content, including the CruTrade logo, designs, text, graphics, pictures, data, software, sound files, and other files.
- CruTrade’s trademarks, service marks, trade dress, and proprietary valuation tools, including TMV (True Market Value) and associated analytics.
- The selection, arrangement, and presentation of all such materials.
CruTrade and its licensors retain all rights to these materials, including the exclusive right to create derivative works. You may not:
- Copy, imitate, or use CruTrade’s name, logo, trademarks, or service marks;
- Use metatags or other hidden text that reference “CruTrade,” “TMV™,” or any other proprietary marks or intellectual property; or
- Extract, aggregate, reproduce, or redistribute TMV™ data or any analytical output without CruTrade’s express written permission.
7.2 TMV (True Market Value)
TMV represents the True Market Value of every bottle listed on CruTrade. It is calculated using prevailing global market prices, then refined with data from verified provenance, storage conditions, vintage, and bottle format. TMV™ provides a transparent reference point to help collectors buy and sell with confidence while preserving pricing integrity.
TMV is provided for informational purposes only and does not constitute a guarantee, appraisal, or investment recommendation. It is a proprietary estimate subject to variation based on market data and other inputs. Users acknowledge that TMV™ values are indicative and agree not to rely on them as definitive measures of resale value or as a substitute for independent research.
7.3 License to Use the Platform
CruTrade grants you a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Platform, subject to your compliance with these Terms. This includes accessing and displaying any software, content, or materials made available by CruTrade solely for your personal, non-commercial use as permitted under these Terms.
This license is strictly limited to lawful use of the Platform. CruTrade does not grant any ownership rights through this license, and your use of content linked to or associated with NFTs, NFT collections, or other digital items is subject to any applicable rights set forth by the seller or creator of such items.
7.4 Third-Party Intellectual Property
All other trademarks and intellectual property mentioned on or integrated by the Platform are the property of their respective owners. This includes:
- Trademarks, logos, and other intellectual property associated with third-party creators of NFTs or related content; and
- Smart contracts and other software code deployed by third parties.
CruTrade does not claim ownership over such third-party intellectual property and disclaims responsibility for their operation, functionality, or legality.
7.5 NFT and Provenance Data
All intellectual property rights in the Provenance NFTs, serial numbers, and metadata linking NFTs to physical bottles are owned or controlled by Crurated Limited. CruTrade does not claim ownership of such data and displays it solely to facilitate NFT trading and redemption within the Platform.
Users acknowledge that any Crurated trademarks, logos, or provenance graphics appearing on NFT pages or listings remain the property of Crurated Limited and are used under license for Platform functionality.
7.6 Reservation of Rights
Except for the limited rights expressly granted to Users under these Terms, CruTrade reserves all rights, title, and interest in and to the Platform, TMV™ analytics, and related data. Unauthorized access, reverse engineering, reproduction, or redistribution of CruTrade’s proprietary technology or valuation systems is strictly prohibited and may result in termination of access and legal action.
8. Privacy
8.1 Our Policy
Please refer to our Privacy Policy for information about how we collect, use, and share information from or about you ("Your Information"). By using the Platform, you acknowledge that you have read our Privacy Policy and you expressly consent to the collection, use, and disclosure of Your Information in accordance with the Privacy Policy. In providing the personal information of any individual (other than yourself) that may receive transactions from you as part of your use of the Platform, you agree that you have obtained consent from such individual to disclose their personal information to us, as well as their consent to our collection, use, storage, and disclosure of such personal information, in the manner and for the purposes set out in our Privacy Policy.
8.2 Data Sharing for Redemption
When you submit a redemption (“Ship to Me”) request, you authorize CruTrade to share necessary personal and identity-verification data with Crurated Limited and its bonded-warehouse partners for the purpose of fulfilling that redemption.CruTrade acts as data processor for Crurated in this context and processes such information solely in accordance with Crurated’s instructions and applicable data-protection law, including the EU GDPR and Panama’s equivalent standards.
9. Fees and Payment
9.1 Fees
CruTrade may charge fees for the use of certain Services. You agree to pay all applicable fees as described on the Services.
9.2 Payment
When you provide payment information to CruTrade, you represent that you are the authorized user of the payment method. You agree to promptly update your account information with any changes.
9.3 Taxes
You are responsible for paying any taxes, including sales or use taxes, that apply to your purchase of Services.
9.4 Redemption Payments
For redemption requests, CruTrade may collect shipping, VAT, or other redemption-related payments on behalf of Crurated Limited.Such funds are held as client monies and remitted to Crurated for fulfillment.CruTrade is not the merchant of record for these transactions and bears no responsibility for VAT assessment, invoicing, or physical delivery.
10. Termination
10.1 Termination by User
You may terminate your account at any time by following the instructions on the Services or by contacting customer support.
10.2 Termination by CruTrade
CruTrade may terminate, restrict or suspend your account or access to all or part of the Services at any time, with or without cause, with or without notice, effective immediately.
10.3 Effect of Termination
Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.CRUTRADE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
For clarity, CruTrade does not own, store, or ship any physical goods. All custody, insurance, and fulfillment of wine are the sole responsibility of Crurated Limited and its logistics partners.
12. Limitation of Liability
IN NO EVENT SHALL CRUTRADE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SERVICES.
CRUTRADE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES IS LIMITED TO THE AMOUNT YOU PAID TO CRUTRADE FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.
13. Third-Party Services and Content
Our Services may include integrations, links, or other access to third-party services, sites, technology, APIs, content, and resources (each a “Third-Party Service”). CruTrade provides access to Third-Party Services as a convenience only; their inclusion does not imply endorsement or affiliation. Your access to and use of any Third-Party Service may be subject to additional terms and privacy policies of those third parties. CruTrade has no control over, and is not responsible for, any Third-Party Service, including its availability, accuracy, legality, or privacy practices. Any dealings you have with third parties while using the Services are solely between you and the third party. CruTrade will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Service.
14. Indemnification
You agree to defend, indemnify, and hold harmless CruTrade, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party.
15. General Provisions
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-laws principles.
15.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration administered by the Centro de Conciliación y Arbitraje de Panamá (CeCAP) in accordance with its rules in force at the time of the arbitration.
- The seat of arbitration shall be Panama City, Republic of Panama.
- The language of the proceedings shall be English (unless both parties agree otherwise).
- The tribunal shall consist of one (1) arbitrator appointed in accordance with the CeCAP rules.
The award rendered by the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
15.3 Class Action Waiver
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor CruTrade will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
16. General Provisions
16.1 Entire Agreement
These Terms constitute the entire agreement between you and CruTrade regarding the use of the Services, superseding any prior agreements between you and CruTrade relating to your use of the Services.
16.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
16.3 Waiver
CruTrade's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
16.4 Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CruTrade without restriction.
16.5 Modifications
CruTrade reserves the right to modify these Terms at any time. We will provide notice of significant changes to these Terms by posting the revised Terms on our website and updating the "Last Updated" date at the top. Your continued use of the Services after such modifications will constitute your acceptance of the revised Terms.We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products.
Material Updates Relating to Redemption. If CruTrade introduces or modifies redemption (“Ship to Me”) functionality, we will notify Users by email and an in-Platform notice. Continued use of the Services after such notice constitutes acceptance of the updated Terms.
17. Contact Information
If you have any questions about these Terms, please contact us at:
Email:
support@crutrade.io
Address:
CruTrade, Inc.
PH The Century Tower, Office 317
Vía Ricardo J. Alfaro, Betania
Panama City, Panamá Province 07095
Republic of Panama