Terms of Service

Last updated: July 28, 2025

CONTAINS JURY WAIVER AND CLASS ACTION WAIVER. PLEASE REVIEW THE RESPECTIVE PROVISIONS SET FORTH BELOW CAREFULLY.

BY USING OUR SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF 18, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT AND COMPLETE; (B) AGREE TO BE BOUND BY AND COMPLY WITH OUR TERMS OF SERVICE AND PRIVACY POLICY, AS UPDATED FROM TIME TO TIME; AND (C) AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF SERVICE AND PRIVACY POLICIES OF OUR THIRD PARTY PARTNERS, FOR EXAMPLE, DIGITAL WALLET PROVIDERS, FINANCIAL MARKETPLACES, FINANCIAL INSTITUTION PARTNERS, INCLUDING BRIDGE. IF YOU ARE USING OUR SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO OUR TERMS OF SERVICE AND PRIVACY POLICY.

PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, INCLUDING THOSE RELATED TO WALLETS, PRIVATE KEYS, TOKENS, AND POTENTIAL RISKS.

Stably Terms of Service

1. Acceptance of the Terms of Service

These Terms of Service (the “Terms of Service” or “Terms”) govern your access to and use of the Stably Platform, which includes:

(a) Our proprietary system for issuing and redeeming Stably Dollar (formerly “Stably USD” and “USDS”), a stablecoin backed 1:1 by the US Dollar (USD), including all white-labeled versions of Stably Dollar with custom names and symbols (collectively, “SD”);
(b) All versions of our fiat on/off-ramp solution (“Stably Ramp”) that facilitates the exchange of SD, other stablecoins, and convertible virtual currencies (CVC) for real USD, other stablecoins, or other CVC;
(c) Any other related products or services we provide in connection with the above (together, the “Platform”).

These Terms form a binding agreement between you (the “user,” “customer,” “client,” “account holder,” or “token holder”) and Stably Corporation (“Stably”), our wholly-owned subsidiary, Stably Trading LLC (“Stably MSB,” and together with Stably, “us,” “we,” “our”), and our financial institution partner, Bridge Building Inc. (“Bridge” or the “FI Partner”).

By accessing or using the Platform—or by clicking to accept or agree to these Terms when that option is presented—you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you may not access or use the Platform.

Stably is a blockchain and financial technology service provider, not a bank, with a mailing address at 4912 Lake Pl S, Unit B, Renton, WA 98055, USA. Stably provides technology and services to Stably MSB, a wholly-owned subsidiary of Stably and a FinCEN-registered money service business (MSB) with registration # 31000252673675 and a registered address at 10 East Pearl Avenue, Suite 200, Jackson, Wyoming 83001, USA. Bridge is a FinCEN-registered MSB with NMLS # 2450917 and a mailing address at 2120 University Ave, Suite 213, Berkeley, CA 94704, USA. Stably and Bridge are not banks.

Certain features and services on the Platform are provided by Bridge through Stably’s integration with Bridge’s API, including (but not limited to) funds processing, custody, CVC exchange, CVC administration, user onboarding, and transaction monitoring.

2. Stably Services

The Platform provides a technology interface for end users to onboard/open accounts with our Bridge and us, issue/redeem SD, and exchange between SD, CVC, other stablecoins, and real USD through traditional payment methods or blockchain-based transfers.

To access the Platform, a user must first open an account on the Platform. Once the account is opened, the user must submit any requested personal and financial information, including bank account information and personal wallet addresses. We then forward this data securely via Bridge's API which screens the user’s information in accordance with Bridge’s and Stably MSB’s internal procedures for KYC (Know Your Customer), AML (Anti-Money Laundering), and BSA (Bank Secrecy Act) compliance. The user may only process transactions through the Platform upon KYC/AML approval by Bridge and Stably MSB.

2.1 Issuance & Redemption of Stably Dollar Tokens

SD IS NOT MONEY OR LEGAL TENDER AND SHOULD NOT BE TREATED AS SUCH.

a. Stablecoin Model: SD, accessible through the Platform at ramp.stably.io, is a USD-denominated stablecoin fully backed by a reserve of bank deposits, money market instruments, tokenized US Treasury Bills, and/or USDC by Circle (the “Reserve”). Stably MSB is the CVC administrator of SD. We utilize blockchain-based tokenization technology, including our proprietary stablecoin engine and smart contracts, to tokenize the Reserve into SD tokens on a 1:1 basis. The Reserve is managed under a bankruptcy-remote, private statutory trust in Wyoming, USA (“Stably Trust” or the “Trust”). Trust assets are held in financial accounts and/or digital wallets for the benefit of verified SD token holders, separate from our own balance sheets. Additionally, Trust assets are not rehypothecated, and the Trust may not take on debt.

SD tokens can be minted with and redeemed for USD or USDC on a 1:1 basis, minus any applicable fees. When funds are deposited in the Trust, an equivalent amount of SD is minted. When SD tokens are redeemed and burned, an equivalent amount of funds is disbursed from the Trust. This ensures the Trust’s NAV (net asset value) is always equal to or higher than the total amount of SD tokens in circulation.

SD users do not earn interest, dividends, or any other type of earnings for holding SD.

b. Minting SD: To mint SD tokens, a user must have a verified account on our Platform. The user can then submit an order to mint SD by depositing USD or USDC. USDC is sent directly to Stably MSB, while USD deposits are processed by Bridge, converted to USDC, and sent to Stably MSB. Upon receipt, Stably MSB deposits user funds into the Trust and mints an equivalent amount of SD tokens to the user’s wallet address.

c. Redeeming SD: To redeem SD tokens, a user must have a verified account on our Platform. The user can then submit an order to redeem SD for USD or USDC by depositing it in a burn address. Upon token burn confirmation, USDC is disbursed from the Trust to Stably MSB and sent to the user’s wallet address. Alternatively, USDC can be disbursed from the Trust to Bridge, converted to USD, and sent to the user’s bank account.

d. Networks: SD is issued natively on Ethereum as an ERC-20 standard token. Native issuance on other blockchain networks may also be supported. Cross-chain wrapped versions of SD may be available via third-party bridges; however, these unaffiliated bridged tokens are not created, offered, or supported by us.

e. Redemption Rights: All verified holders of SD tokens are entitled to 1:1 redemption through Stably MSB. However, possession of SD does not guarantee redemption or exchange of the tokens for the underlying Reserve by us. We reserve the right, in our discretion, to refuse redemption requests if such transaction could be deemed unlawful or otherwise expose us to risk or liability, including (without limitation): if any act, conduct, transaction, omission, or misrepresentation of the party requesting the redemption violates, attempts to violate, causes, aids, or abets the violation of any applicable laws, statutes, ordinances, or regulations; is suspected or believed to have blocked property, frozen assets, or economic resources, or the proceeds of any crime, terrorist financing, or corruption related to any person or government official under any applicable laws; exposes us to sanctions, restrictions, penalties, or reputational harm. We also reserve the right to refuse redemptions upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction. We also reserve the right to activate enforcement features built into our stablecoin smart contracts to ensure compliance with any applicable regulatory and law enforcement orders.

2.2 Stably Ramp

a. Exchange Model: Stably Ramp, accessible at ramp.stably.io, is a CVC exchange platform that enables a verified account holder to trade USD, SD, other stablecoins, and CVC. Stably Ramp does not offer asset custody to account holders. All assets exchanged through Stably Ramp are processed and settled directly to the user’s wallet address or bank account by Stably MSB or our FI Partner (as applicable). All fiat-to-CVC transactions are processed by our FI Partner. Stably Ramp accepts both fiat and blockchain-based payment methods.

b. Buying: To buy CVC or other stablecoins, a user must have a verified account on our Platform. The user can then submit a buy order and deposit USD through available payment methods (e.g., Fedwire, ACH). Upon receipt, (1) our FI Partner converts user funds into the desired asset and sends it to the user’s wallet address, or (2) our FI Partner converts user funds into USDC and sends it to Stably MSB, where we convert USDC into the desired asset and sends it to the user’s wallet address.

c. Selling: To sell CVC or other stablecoins, a user must have a verified account on our Platform. The user can then submit a sell order and deposit their asset. Upon receipt, (1) our FI Partner converts the user’s asset into USD and sends it to the user’s bank account via ACH, or (2) Stably MSB converts the user’s asset into USDC and sends it to our FI Partner, where they convert USDC into USD and send it to the user’s bank account via ACH.

d. Swapping: To swap between CVC, SD, and other stablecoins, a user must have a verified account on our Platform. The user can then submit a swap order and deposit their asset. Upon receipt, Stably MSB converts the user’s asset into the desired asset and sends it to the user’s wallet address.

e. Stably Ramp Integrators: Third-party integrators (the “Integrators”) such as wallets and other applications may request to incorporate Stably Ramp into their user interfaces at info@stably.io. Prospective Integrators must first apply to go through a due diligence review process with Stably’s internal compliance team. Once approved, the authorized Integrator may incorporate Stably Ramp into their user interfaces via our iFrame, API, and/or SDK. Any unauthorized Integrator that incorporates Stably Ramp into their user interface without our permission is considered in breach of these Terms of Service.

f. Fees: The Platform’s fees, which are inclusive of our FI Partner’s fees, are outlined in our fee schedule. The Platform’s fees may be applied differently for certain types of account holders or certain types of transactions from time to time at our own discretion.

2.3 Licensing and Jurisdiction

a. Restricted Regions: Residents of restricted regions may not access the Platform. We also retain full discretion to refuse access to the Platform in general. Access to the Platform from jurisdictions where the contents or practices of the Platform are illegal, unauthorized, or penalized is strictly prohibited.

b. SD Access: SD is only available to non-US citizens or residents from supported regions and US citizens or residents from supported states. Users in unsupported regions and states should not buy, hold, send, or receive SD as a means of payment/settlement or any other purposes.

c. Not a Bank: We are not a bank, credit union, depository institution, trust company, broker/dealer, investment adviser, or insurance company. Our products and services do not have FDIC, NCUA, or SIPC insurance.

d. Money Service Business: Stably, through its wholly-owned Wyoming subsidiary, is a registered MSB that processes CVC-to-CVC administration and exchanges for users of the Platform. Stably also leverages Bridge (by Stripe), a registered MSB, to process fiat-to-CVC and CVC-to-CVC exchanges for users of the Platform.

3. Anti-Money Laundering, Counter-Financing of Terrorists, and Sanctions

We are committed to providing you with safe, compliant, and reputable services through the Platform. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation as well as ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and mandatory reporting to relevant regulatory agencies.

Stably MSB, our FI Partner, and all other regulated partners of Stably reserve the right to refuse registration to, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML and counter-financing of terrorists (CFT) standards as set out by the Financial Action Task Force (FATF) or other high-risk jurisdictions; to anyone that is a “Politically Exposed Person” within the meaning of the FATF’s 40+9 Recommendations; or that fails to meet any of our customer due diligence standards, requests, or requirements; or to anyone that is on the Specially Designated Nationals (SDN) list of the US Office of Foreign Assets Control (OFAC); any Canadian designated person list, including the Consolidated Canadian Autonomous Sanctions List; any UN Sanctions List; or other applicable sanctions or watchlist. We may also refuse registration to, or bar transactions from or to, anyone from, resident in, or transacting to a country subject to UN, US, Canadian or other applicable economic sanctions. In lieu of refusing registration, we may perform enhanced customer due diligence procedures at our sole discretion. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service.

Stably MSB, our FI Partner, and all regulated partners of Stably reserve the right to prohibit specific blockchain wallet addresses from accessing the Platform, receiving stablecoins and CVC, or transferring stablecoin and CVC if properly directed to do so by law enforcement or a court of competent jurisdiction. We will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are grounds to believe that the Platform is being used for illegal purposes.

We also reserve the right to prohibit any specific centralized cryptocurrency exchange (“Exchange”) from accessing the Platform, minting/redeeming, sending, or exchanging SD if the Exchange has not been pre-approved by us, or if we are properly directed to do so by law enforcement or a court of competent jurisdiction. We reserve the right to restrict or prohibit the listing or trading of SD on any Exchange in our sole and absolute discretion. Any Exchange that lists SD represents and warrants to us that by doing so it is duly organized, registered, licensed, and shall comply with all applicable laws and rules in every jurisdiction in which it operates.

Furthermore, any Exchange listing SD represents and warrants to us that by doing so it has AML and CFT controls meeting the requirements in every jurisdiction in which it operates. We will make reasonable efforts to notify and inform Exchanges in advance of any such restriction or prohibition unless we are prohibited from doing so by law or under an order from a court of competent jurisdiction or authority.

4. Changes to these Terms of Service and Platform

Except where prohibited by applicable law, we reserve the right to change these Terms of Service at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly. We reserve the right to change the Platform at any time, without notice.

5. Accessing the Platform

a. Changes to the Platform: We reserve the right to amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. This includes, but is not limited to, replacing or upgrading the existing blockchain-based tokenization technology, and expanding or deprecating a SD on a new or existing blockchain, respectively. In the event that SD is deprecated on an existing blockchain, token holders may still redeem their tokens on that blockchain via the Platform but new token issuances shall be disabled.

b. Blockchain Forks: Should any blockchain that SD is issued on fork, we reserve the right to select the new fork based on factors that include, but are not limited to, community adoption and long-term viability. In the event of a blockchain fork, SD tokens on the non-chosen fork will not be valid for any purpose and shall be frozen.

c. KYC/AML Verification: In order to access the Platform’s services, you must be a verified Stably Ramp account holder. You must create a Stably Ramp account and pass any KYC/AML validation requirements that Stably MSB and our FI Partner require. It is a condition of your use of the Platform that the information you enter into the Platform is correct, current, and complete. All information you enter into the Platform is governed by our Privacy Policy.

d. Right to Refuse Service: We will use commercially reasonable efforts to make the Platform available to you in accordance with these Terms of Service. Notwithstanding the foregoing, we and our FI Partner reserve the right to deny access to the Platform to anyone or cancel an account for any reason, including (but not limited to) violations of our Terms of Service, applicable laws and/or regulations, or engaging in any prohibited uses, or for scheduled maintenance, or to address any emergency security concerns and at any time, at our sole discretion. If we terminate your account for any reason, we’ll provide you with notice of our actions and make any unrestricted SD tokens available for redemption, as allowed by law.

6. Account Security

You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Furthermore, to minimize loss and damages arising out of potential cyberattacks, account breaches, and fraud, we reserve the right to place and adjust upper limits on transaction amounts. For example, if there is an immediate or potential risk of an account hack on our Platform or other Platforms of similarly situated companies are known to be under cyber or internal company security or account breaches, we may take immediate action, including (but not limited to) limiting all or select buy/sell orders to, for example, $100 USD per transaction.

7. Customer Data Provided to Stably

You hereby grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license during the Term (defined below) to access, collect, store, and use any data, information, records, and files that: (a) you load, transmit to or enter into the Platform; or (b) that we collect from your usage of the Platform ((a) and (b), collectively, the “User Data”), to: (i) develop, enhance and make available the Platform; and (ii) to produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”). Our operational relationship requires and permits users to improve the system by being free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.

8. Ownership

All rights, title, and interest, including intellectual property rights, in the Platform, Aggregated Statistical Information, and all other materials provided by us hereunder, and any update, adaptation, translation, customization, or derivative work thereof, will remain with us (or our FI Partner and third-party vendors, if applicable). The Platform and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved.

9. No Unlawful or Prohibited Use

Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:

a. Send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Platform any data, information, pictures, videos, music, or other materials or content that:

i. Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.

ii. You do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate.

iii. Is false, intentionally misleading, or impersonates any other person.

iv. Is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.

v. Is harmful to minors in any way or targeted at minors.

vi. Violates any applicable laws, or infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity).

vii. Encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.

b. Disables, overly burdens, impairs or otherwise interferes with servers or networks connected to the Platform (e.g., a denial of service attack).

c. Attempts to gain unauthorized access to the Platform.

d. Uses any data mining, robots, or similar data gathering or extraction methods, or copies, modifies, reverse engineers, reverse assembles, disassembles, or decompiles the Platform or any part thereof or otherwise attempts to discover any source code.

e. Uses the Platform for the purpose of building a similar or competitive product or service.

f. Uses the Platform for any criminal activity or unlawful purposes.

g. Receive deposits or disburse funds to/from third parties other than the account holder.

10. Privacy

Our Privacy Policy, which contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Service.

The Platform may provide links to third-party websites or applications. These links are provided solely for your convenience and for the convenience of other users of the Platform. We do not endorse the information, products, or services described on those websites or applications; or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked website or application is not under our control, and if you choose to access any such website or application, you do so entirely at your own risk.

11. Fees

Unless otherwise agreed in writing, our fee schedule is subject to future changes without notice but we will make commercially reasonable efforts to inform existing account holders of such a decision in a reasonable amount of time before it happens. All Platform fees are automatically charged.

12. Billing

Per these Terms, you understand and agree that in order to carry out and account for the Services rendered to you as a user and account holder, you may receive separate billing from us, our FI Partner, or other regulated partners.

13. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.

14. Warranty

You represent and warrant to, and covenant with us that, all User Data will only contain Personal Information in respect of which you have obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to provide the Platform and exercise our rights under these Terms of Service.

15. Disclaimers

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS, OR REPRESENTATIONS. IF SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. SUBJECT TO THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

a. General Disclaimer

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, RELIABILITY, ACCURACY, COMPLETENESS, CURRENCY, TIMELINESS, COMPATIBILITY, SECURITY, AND THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

b. Private Keys and Wallets

YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO SAFEGUARD THE PRIVATE KEYS ASSOCIATED WITH YOUR DIGITAL ASSETS AND TO ENSURE THEIR SECURITY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEYS, WE WILL NOT BE ABLE TO RECOVER THEM ON YOUR BEHALF. IF WE PROVIDE ACCESS TO A DIGITAL WALLET FOR STORING DIGITAL ASSETS, IT IS OFFERED SOLELY AS A CONVENIENCE. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR YOUR USE OF SUCH A WALLET.

c. Use of Correct Address for Digital Asset Transactions

YOU ACKNOWLEDGE AND AGREE THAT BLOCKCHAIN-BASED DIGITAL ASSET TRANSACTIONS ARE TECHNICALLY IRREVERSIBLE. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT ANY DIGITAL ASSET TRANSACTIONS CONDUCTED THROUGH THE PLATFORM ARE SENT TO THE CORRECT ADDRESS. WE CANNOT REVERSE, CANCEL, OR OTHERWISE MODIFY ANY DIGITAL ASSET TRANSACTION, AND WE WILL NOT BE LIABLE FOR, NOR PROVIDE ANY REIMBURSEMENT OR REFUND IN CONNECTION WITH, ANY SUCH TRANSACTIONS.

d. White-Labeled SD Tokens

YOU ACKNOWLEDGE THAT WHITE-LABELED VERSIONS OF THE SD TOKEN (E.G., VICTION CUSD, HOMEDOLLAR) ARE, IN EFFECT, THE SAME UNDERLYING SD TOKEN BUT WITH DIFFERENT NAMES AND SYMBOLS. WHITE-LABELED SD TOKENS ARE TOKENS THAT WE DEVELOP AND OPERATE AS A SERVICE FOR BUSINESS CLIENTS UNDER THEIR OWN BRANDING (I.E., STABLECOIN-AS-A-SERVICE). YOU UNDERSTAND THAT WHEN YOU MINT, REDEEM, HOLD, SEND, RECEIVE, OR OTHERWISE TRANSACT WITH A WHITE-LABELED VERSION OF THE SD TOKEN, YOU ARE INTERACTING WITH A CUSTOM-BRANDED VERSION OF SD WITH THE SAME UNDERLYING FEATURES AND FUNCTIONALITIES.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR OUR THIRD-PARTY SERVICE PROVIDERS AND CONTRACTORS, BE LIABLE WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF SERVICE. THIS LIMITATION OF LIABILITY ALSO INCLUDES ANY LOSS OR DAMAGES ARISING OUT OF MALFUNCTIONS, FAILURES, LOSS OF FUNDS, OFFLINE INCIDENTS, AND CYBERSECURITY INCIDENTS FROM US, OUR FI PARTNER, LI.FI, OR THE PLATFORM. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM EXCEED 100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

17. Prohibited Businesses

In addition to the prohibited uses described above, the following categories of businesses, business practices, and sale items are barred from the Platform (“Prohibited Businesses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Service involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at info@stably.io. By using the Platform, you confirm that you will not use it in connection with any of the following businesses, activities, practices, or items:

Sanctioned or Embargoed Transactions: Transactions involving countries, individuals, or entities subject to U.S. or international sanctions or embargoes; any activity involving persons listed on the OFAC watchlist and equivalent global watchlists.
Unfair, Predatory, or Deceptive practices: Investment opportunities or other services that promise high rewards; multi-level marketing and pyramid schemes; financial deception and fraud; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.
High-risk Businesses: any businesses that we believe pose an elevated financial risk, legal liability, or violate Stably MSB’s and our FI Partner’s policies.
Illegal or Unlicensed Activities: Sale of counterfeit goods or pirated media; unauthorized distribution of intellectual property; illegal or unlicensed sale of regulated goods (e.g., firearms, pharmaceuticals); unregistered or unlicensed operations in your jurisdiction; or attempts to use the Platform to launder illicit funds or obfuscate fund origins.
Unauthorized Financial Services: Unlicensed money services businesses (MSBs); payment processing or remittance services without proper registration; sale of securities, derivatives, or commodities without required exemptions or licensing; unauthorized digital asset issuance including token sales, ICOs, or tokenized securities.
Gambling and Gaming: Online gambling, betting, casinos, fantasy sports, sweepstakes, or games of chance involving value; any skill-based game offering cash rewards without appropriate gaming licenses.
Adult Content and Services: Any pornography, adult entertainment, sexually explicit content or services; escort services or adult massage offerings.
Drugs and Drug Paraphernalia: Sale or promotion of controlled substances, synthetic drugs, or mind-altering products regardless of legal status in some jurisdictions; drug paraphernalia, including equipment used to manufacture or consume such substances.
Violent or Harmful Content: Goods or content that promote violence, hate, harassment, or discrimination; weapons trafficking; promotion of self-harm or dangerous activities.
AI-Generated Deception and Fraud: Use of AI-generated content, images, or synthetic media (deepfakes) to mislead users, impersonate individuals, commit fraud, or manipulate public perception.

18. Assumption of Risk; No Advice; Authorized Exchanges Only

USING SERVICES PROVIDED BY OUR PLATFORM CARRIES INHERENT RISKS. THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO:

MARKET RISKS: THE VALUE AND PERFORMANCE OF CRYPTOCURRENCIES, DIGITAL ASSETS, AND FINANCIAL PRODUCTS ACCESSED THROUGH THE PLATFORM MAY BE HIGHLY VOLATILE AND SUBJECT TO SUDDEN AND SIGNIFICANT PRICE FLUCTUATIONS. DIGITAL ASSETS ARE ALSO NOT INSURED BY ANY GOVERNMENT AGENCY. STABLECOINS ARE NOT RISK-FREE AND MAY HAVE RISKS, SUCH AS TECHNICAL CHALLENGES, SECURITY VULNERABILITIES, RELIANCE ON THIRD-PARTY CUSTODIANS, AND DISLOCATION OF MARKET PRICES RELATIVE TO THE UNDERLYING RESERVE. HOLDING DIGITAL ASSETS COULD RESULT IN A LOSS OF VALUE, INCLUDING PRINCIPAL.
COUNTERPARTY RISKS: TRANSACTIONS CONDUCTED ON THE PLATFORM ARE SUBJECT TO COUNTERPARTY RISKS, INCLUDING DEFAULTS, LOSS OF FUNDS, OR MALFUNCTIONS ON THE PART OF THIRD-PARTY SERVICE PROVIDERS.
REGULATORY RISKS: STABLECOIN ISSUERS AND MONYY SERVICE BUSINESSES MAY BE SUBJECT TO VARYING LEGAL AND REGULATORY FRAMEWORKS, WHICH MAY IMPACT THEIR ABILITY TO OPERATE, COMPLY WITH REGULATIONS, OR PROTECT USER ASSETS.
TECHNOLOGY RISKS: THE USE OF BLOCKCHAIN APPLICATIONS AND DIGITAL ASSETS MAY BE SUBJECT TO TECHNICAL VULNERABILITIES, INCLUDING CYBERCRIME, SMART CONTRACT EXPLOITS, NETWORK CONGESTION, BLOCKCHAIN CONSENSUS ISSUES, MAJORITY ATTACKS, NETWORK FAILURES, AND FORKING.

Digital asset markets are volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. You are solely responsible and liable for your account on the Platform and for knowing the true status of your assets, including SD tokens, even if the information on the Platform is displayed incorrectly.

Nothing contained herein, on the Platform, and in our public materials shall be considered financial advice or recommendation to buy or sell any security, commodity, cryptocurrency, digital asset, or any other financial instrument or asset. Cryptocurrencies, digital assets, and certain financial instruments have many risks, including the risk of losses beyond the principal investment or purchase amount. Past performance is not indicative of future results. You should be aware of all the risks associated with cryptocurrency and digital asset trading, purchasing, and transacting, and seek advice from an independent licensed financial advisor.

Furthermore, SD tokens are officially listed for trading only on centralized Exchanges that are our authorized partners. To become an authorized Exchange partner, the Exchange operator must have adequate KYC/AML/CFT programs and procedures in place. They can then apply to go through a review process with our internal compliance team. Once approved, the authorized Exchange partner may list SD tokens for trading. Any unauthorized Exchange that lists SD tokens without our permission is considered in breach of these Terms of Service.

If you operate a centralized Exchange and wish to list SD for trading, please contact exchanges@stably.io.

19. No Class Proceedings

Any party hereto may bring claims against the other only on an individual basis and not as a plaintiff, or class member in any purported class, representative action, or proceeding. No class arbitration is permitted. An arbitrator of any claim may not consolidate, or join more than one party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. An arbitrator of any claim may award relief, including monetary, injunctive, and declaratory relief, only in favor of the party seeking relief, and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded to one user of the Platform or of any Services cannot and may not affect other users of the Platform or of any Services.

20. Indemnification

You will defend, indemnify and hold harmless all of our officers, directors, shareholders, investors, employees, agents, and us from and against any third-party claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with:

a. Your breach of your warranties described hereunder.

b. Your violation of any applicable law or the rights of a third party (including intellectual property rights).

c. Your use of the Platform contrary to these Terms of Service or other instructional manuals, guidelines, or documentation made available by us to you.

21. Term and Termination; Survival

These Terms of Service will commence on the day you first use the Platform and will continue in force until terminated by either party. Either party may terminate these Terms of Service as follows: (a) we may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Platform; (b) you may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that you want to delete your account with us.

The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: 8 (Ownership), 10 (Privacy), 13 (Communications Not Confidential), 15 (Disclaimers), 16 (Limitation of Liability), 20 (Indemnification), and 22 (General Provisions and Choice of Law).

22. Choice of Law; Venue; Arbitration

Except as restricted by applicable law, these Terms of Service will be governed by the laws of the State of Washington, without giving effect to any choice or conflict of law, and such laws apply to your access to or use of the Platform, notwithstanding your domicile, residency or physical location. You will only use the Platform in jurisdictions where the Platform may lawfully be used.

Except as restricted by applicable law, or those disputes that shall be resolved in arbitration pursuant to this Section, you hereby consent to the exclusive jurisdiction of the State of Washington and venue of courts in the State of Washington in all disputes arising out of or relating to the use of the Platform.

Any controversy or claim arising out of or relating to our Services or this Agreement (“Arbitral Claims”) or the breach thereof, shall be settled on an individual, non-representative basis in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its consumer-related Arbitration Rules (available from AAA on its website at www.adr.org), as modified by this Agreement or in accordance with rules on which we may mutually agree.

There shall be a single, neutral arbitrator, who shall be an attorney or retired judge of the superior court, and the arbitrator shall render a reasoned award in writing. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration will be conducted in the State of Washington, USA. The prevailing party in any such arbitration or action to compel arbitration shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

23. Jury Trial Waiver

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES, CLAIMS, OR LEGAL PROCEEDINGS OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICE BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.

24. General Provisions

a. Entire Agreement: These Terms of Service constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Platform. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

b. Waiver: Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing, and a waiver in one instance will not preclude enforcement of such provision on other occasions.

c. Severable: If any of the provisions contained in these Terms of Service are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.

d. Assignment: You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Service will be binding upon permitted assignees. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors, and permitted assigns.

e. Force Majeure: We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, pandemics, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service failures or delays.

f. Taxes and Fees: You are solely liable for all the taxes and fees resulting from the use of the Platform. These Terms of Service alone do not create a joint venture, partnership, or principal-agent relationship between you, us, our FI Partner, or any other users, and nothing in these Terms of Service may be used to imply such a relationship. You agree to indemnify, defend, and hold our FI Partner and us harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor, or employment requirements, including any liability for, or assessment of taxes imposed on us or our FI Partner by the relevant taxing authorities with respect to any fees paid to you as the result of using the Platform.

You may always contact us via email about privacy questions, comments, or concerns: info@stably.io.