THEOREM CAPITAL LLC — TERMS OF SERVICE. These Terms of Service govern access to and use of the websites located at theorem.so and related subdomains, as well as any private online community spaces, communication channels, and services operated by Theorem Capital LLC (collectively, the “Services”). By applying for membership, creating an account, paying for or accessing the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

1. Parties and ContactThese Terms are between Theorem Capital LLC, a Wyoming limited liability company (“Theorem,” “we,” “us,” “our”), and the individual or entity that accesses or uses the Services (“you,” “Member,” or “Applicant”).

Contact: info@theorem.so

‍2. Nature of the ServicesTheorem operates a paid, vetted, private community for crypto traders, investors, allocators, founders, and quants. Members share plans, post receipts, review each other’s work, and may submit briefs for curated introductions. Theorem does not provide investment, legal, tax, or accounting advice. The Services are for educational and networking purposes only.

3. Eligibility and Accounts3.1 You must be at least 18 years of age and legally capable of entering a binding contract.
‍
3.2 You represent that you are not a person or entity on any sanctions or restricted party list and that your use of the Services is lawful in your jurisdiction.
‍
3.3 Pseudonymous participation is permitted, but Theorem may request identity or activity verification as described in Section 10.
‍
3.4 You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

4. Application, Screening, and Admission

4.1 Admission is selective and at Theorem’s discretion. Submission of an application does not guarantee admission.
‍
4.2 Preferred profile. Applicants who can demonstrate realized six figure results across market cycles or equivalent shipped value receive priority consideration.
‍
4.3 Verification. Theorem may request evidence to verify activity or results, including on chain addresses and time stamped transactions, read only exchange statements, or a brief live screen share. Theorem reviews such materials live, does not require custody of your keys, and does not permanently store financial documents.
‍
4.4 Theorem may accept, waitlist, or decline applications without explanation.

5. Membership, Fees, and Renewals

5.1 Fees. Unless otherwise stated, membership fees are USD 200 per month or USD 2,000 per year. Founding cohorts may receive price locks that apply only to continuous paid subscriptions.
‍
5.2 Auto renewal. Subscriptions renew automatically at the end of each term unless cancelled before the renewal date.
‍
5.3 Cancellations. You may cancel at any time by using the account or billing tools provided. Cancellation stops the next renewal. The current term remains active through its end date.
‍
5.4 Refunds. Fees are non refundable once a term begins, except as expressly stated in a published founding cohort activity guarantee, if any. Removals for cause are not refundable.
‍
5.5 Taxes. Fees are exclusive of applicable taxes, which you are responsible to pay.6. Community Standards and Conduct6.1 Confidentiality. The Services are private. You may not disclose, publish, screenshot, record, or otherwise share any content or information obtained through the Services outside the community without prior written consent from the content owner and Theorem.
6.2 Participation. To protect signal, Members must make at least two substantive contributions per calendar month, such as a plan with context, a receipt with evidence, a meaningful plan review, or a resource of material value.
6.3 Quality. Plans must include context, entry, invalidation, targets, and timing. Receipts must include timestamps and verifiable evidence.
6.4 Prohibited conduct. You may not engage in harassment, doxxing, spam, misinformation, market manipulation, fraudulent claims, scraping, data mining, resale or redistribution of content, or any activity that violates law or these Terms.
6.5 Enforcement. Theorem may remove content, suspend accounts, or terminate membership to protect community safety and quality.7. Receipts and Evidence StandardA “receipt” is objective, time stamped evidence that can be verified quickly. Examples include:
(a) on chain transactions showing entry and exit;
(b) exchange fills or order logs viewed read only or via a short live screen share;
(c) a plan posted before entry followed by an outcome post;
(d) documentation of a curated introduction and its outcome.
Members may redact position size and report risk as a percentage or R multiple. Theorem may request additional context to confirm authenticity.8. Curated Introductions8.1 Members may submit briefs for targeted introductions. Theorem will make reasonable efforts to route introductions but does not guarantee outcomes.
8.2 Theorem may track introduction status and publish anonymized metrics regarding routing and completions.
8.3 Members are responsible for their own diligence and outcomes arising from introductions.9. Intellectual Property and License9.1 Member content. You retain ownership of content you post. You grant Theorem a worldwide, non exclusive, royalty free license to host, display, and operate Member content within the Services, and to use anonymized excerpts, metrics, and redacted receipts for marketing, onboarding, or educational purposes. Theorem will not publish your private financial documents.
9.2 Theorem IP. The Services, including all software, designs, marks, and content created by Theorem, are the property of Theorem and its licensors. No rights are granted except as expressly set out in these Terms.
9.3 Feedback. If you provide ideas or suggestions, you grant Theorem a perpetual, irrevocable license to use them without restriction or compensation.10. Privacy, Security, and Screening Materials10.1 Theorem processes personal data as described in its Privacy Policy, which is incorporated by reference.
10.2 Screening materials such as read only statements or live screen shares are used solely to verify claims. Theorem does not request control over your assets and does not permanently store your financial documents.
10.3 You agree not to upload sensitive personal data of others without lawful basis or consent.11. Third Party ServicesThe Services may reference or integrate third party tools, protocols, communication platforms, or payment processors. Theorem is not responsible for third party services and does not control their terms, policies, or availability. Your use of third party services is at your own risk.12. Risk Disclosures and No Advice12.1 No investment advice. All content is for educational and informational purposes. Theorem is not an investment adviser, broker, dealer, exchange, or fiduciary. No content constitutes an offer or solicitation to buy or sell any asset.
12.2 Trading risks. Digital asset markets are volatile and speculative. You may lose some or all of your capital. You are solely responsible for your decisions.
12.3 No guarantees. Theorem does not guarantee performance, accuracy, uninterrupted availability, or outcomes of introductions, collaborations, or strategies.13. Representations and Warranties by MemberYou represent and warrant that:
(a) all information you provide is accurate and not misleading;
(b) you have the necessary rights to post content and to grant the licenses in Section 9;
(c) your use of the Services will comply with these Terms and applicable law;
(d) any evidence or receipts you present are authentic and not fabricated or manipulated.14. Suspension and Termination14.1 Theorem may suspend or terminate access immediately for any breach of these Terms, suspected fraud or abuse, threats to safety or privacy, or as required by law or competent authority.
14.2 Upon termination, your right to access the Services ceases. Sections that by their nature should survive will survive, including Sections 6 through 23.15. Payment Disputes and ChargebacksYou agree not to file chargebacks or payment disputes except where authorized by law. If you initiate a chargeback without basis, Theorem may suspend your account and seek recovery of fees, chargeback costs, and reasonable expenses.16. Export Controls and Restricted JurisdictionsYou will not use the Services in violation of export control, sanctions, or anti money laundering laws, and you will not provide the Services to persons or entities restricted under such laws.17. Disclaimer of WarrantiesThe Services are provided “as is” and “as available.” To the maximum extent permitted by law, Theorem disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non infringement. Theorem does not warrant that the Services will be uninterrupted, secure, or error free.18. Limitation of LiabilityTo the maximum extent permitted by law, Theorem will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, loss of goodwill, or business interruption, even if advised of the possibility of such damages. Theorem’s total liability for any claim arising out of or relating to the Services will not exceed the amounts you paid to Theorem for the Services during the three months preceding the event giving rise to the claim.19. IndemnificationYou agree to defend, indemnify, and hold harmless Theorem and its members, managers, employees, and agents from and against any claim, liability, damage, loss, and expense, including reasonable attorneys’ fees, arising out of or related to:
(a) your use of the Services;
(b) your content;
(c) your breach of these Terms;
(d) your interactions with other Members; or
(e) your violation of law or third party rights.20. Confidentiality and Equitable ReliefYou acknowledge that unauthorized disclosure or use of confidential information obtained through the Services would cause irreparable harm. Theorem may seek injunctive or other equitable relief, in addition to any other remedies, to prevent or curtail any breach or threatened breach of Sections 6 and 20.21. Dispute Resolution, Governing Law, and Venue21.1 Governing law. These Terms are governed by the laws of the State of Wyoming, without regard to conflict of laws rules.
21.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding, confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.
21.3 Class action and jury trial waiver. You and Theorem agree to resolve disputes only in your individual capacity, not as a plaintiff or class member in any purported class or representative proceeding. You waive any right to a jury trial to the extent permitted by law.
21.4 Notwithstanding the foregoing, Theorem may seek injunctive relief in any court of competent jurisdiction for breach of confidentiality or intellectual property obligations.22. Changes to the Services and to These TermsTheorem may modify or discontinue portions of the Services at any time. Theorem may update these Terms from time to time. Material changes will be posted to the website or communicated in the community. Continued use after changes become effective constitutes acceptance of the updated Terms.23. Miscellaneous23.1 Entire agreement. These Terms, together with policies incorporated by reference, constitute the entire agreement between you and Theorem.
23.2 Severability. If any provision is held unenforceable, the remainder will remain in effect and the unenforceable provision will be replaced with an enforceable term that comes closest to the original intent.
23.3 Assignment. You may not assign or transfer these Terms without Theorem’s prior written consent. Theorem may assign these Terms in connection with a merger, acquisition, or sale of assets.
23.4 Notices. Theorem may provide notices by email, through the Services, or by posting to the website. You consent to electronic communications.
23.5 No waiver. A failure to enforce any right is not a waiver of that right.Exhibit A — Community StandardsA.1 Confidentiality. Content, identities, and discussions inside the Services are confidential. Do not share outside the community.
A.2 Participation. Minimum two substantive contributions each month.
A.3 Quality. Plans must include context, entry, invalidation, targets, timing. Receipts must include timestamps and verifiable evidence.
A.4 Evidence. On chain addresses and transactions or read only exchange data may be requested to verify claims.
A.5 Conduct. No harassment, spam, impersonation, doxxing, market manipulation, or unlawful conduct.
A.6 No scraping or resale. Do not scrape, copy, sell, or redistribute content. Automated collection is prohibited.
A.7 Enforcement. Moderators may remove content or Members. Two consecutive months without required contributions or any serious rule breach may result in removal.Exhibit B — Screening and Verification ProcedureB.1 Application materials may include handles, on chain addresses you control, and optional read only exchange statements or a brief live screen share.
B.2 Theorem reviews materials live, does not require custody of your keys, and deletes any uploads after review.
B.3 Claims may be audited at any time. False claims may result in removal without refund.
B.4 Pseudonymous participation is permitted if verification is satisfied.Exhibit C — Refunds and Founding Cohort Activity GuaranteeC.1 Standard policy. Fees are non refundable after the term begins.
C.2 Optional guarantee. If expressly offered in writing for a founding cohort, a Member may request a full refund within the first seven days if room activity is materially inactive, as determined by Theorem in good faith.
C.3 Removals for cause, chargebacks, and violations are not eligible for refunds.

24. Publicity, Recordings, and License to Member Content24.1 Definitions.
“Member Content” means any text, images, audio or video, charts, screenshots, files, links, or other materials a Member posts, uploads, shares, or otherwise makes available through the Services. “Publicity Materials” means a Member’s name, handle, likeness, avatar, logo, voice, and biographical information.24.2 Consent to Recording.
Theorem may record community sessions and events for quality, moderation, training, and product improvement. By attending a recorded session, you consent to audio and video recording. If you do not wish to be recorded, do not enable your camera or microphone, or do not attend the recorded portion.24.3 License to Operate the Services.
You grant Theorem a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, reproduce, display, perform, adapt, edit, and create derivative works from Member Content solely to operate, secure, and improve the Services and for internal analytics and training.24.4 Public Use of Member Content.
With your prior consent (which may be obtained via checkbox, in-channel opt-in, written email, or a signed addendum), Theorem may use identified Member Content externally for marketing, case studies, educational materials, investor communications, and public proof artifacts. Unless you have opted in, Theorem will use Member Content only in anonymized or redacted form and will not disclose private financial documents or precise position sizes.24.5 Publicity Release.
With your prior consent, you grant Theorem a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to use your Publicity Materials for advertising, marketing, publicity, case studies, educational uses, and investor materials in any media now known or later developed. Theorem will not state or imply that you endorse any specific security, trade, or instrument.24.6 Prospective Revocation.
You may revoke consent for future public use by emailing info@theorem.so. Revocation does not require Theorem to remove or cease use of materials already created, published, or committed to production in reliance on your prior consent.24.7 No Duty to Use; Attribution.
Theorem has no obligation to use Member Content or Publicity Materials. When identified content is published, Theorem may attribute by handle or name unless you request anonymization in writing.24.8 Representations and Indemnity.
You represent and warrant that you own or have all necessary rights to the Member Content and Publicity Materials you provide and that Theorem’s permitted use will not infringe or violate any third-party rights or laws. You will defend and indemnify Theorem from claims arising from a breach of this Section 24.24.9 Confidentiality Prevails.
Nothing in this Section authorizes disclosure of content from confidential or restricted areas of the Services unless (a) it is anonymized or redacted to remove sensitive information, or (b) you have expressly authorized identified public use as set forth above.