Last updated: August 4, 2023
CONTAINS JURY WAIVER AND CLASS ACTION WAIVER. PLEASE REVIEW THE RESPECTIVE PROVISIONS SET FORTH BELOW CAREFULLY.
IF YOU ARE AN EMPLOYEE OR INDEPENDENT CONTRACTOR THAT IS ACCESSING OR USING OUR SERVICES ON BEHALF OF AN ISSUER, YOU MAY NOT ACCESS OR USE OUR SERVICES UNLESS THE ISSUER HAS ENTERED INTO A MASTER SERVICES AND PLATFORM AGREEMENT WITH US. PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, INCLUDING THOSE RELATED TO WALLETS, PRIVATE KEYS, TOKENS, AND PRIVATE PLACEMENTS.
Stably Terms of Service
1. Acceptance of the Terms of Service
Stably is a blockchain and financial technology service provider, not a bank, with a registered address at 16192 Coastal Highway, Lewes, Delaware 19958, USA. Stably MSB, a wholly owned subsidiary of Stably, is a FinCEN-registered money service business (MSB) with registration number 31000219855769 and a registered address at 10 East Pearl Avenue, Suite 200, Jackson, Wyoming 83001, USA. Stably provides technology and services to both Stably MSB and Bridge, a FinCEN-registered MSB with registration number 31000230810249 and a registered address at 1501 Hillmont Street, Austin, Texas 78704, USA.
Blockchain-connected products and services offered by us are built on top of our FI Partner’s infrastructure via manual and automated integrations, leveraging its services including (but not limited to) payment processing, fiat custody, convertible virtual currency (CVC) administration and exchange (per FIN-2013-G001), as well as compliance services, including user onboarding and transaction monitoring.
2. Stably Services
The Platform provides a technology interface for end users to onboard/open accounts with our FI Partner and us, assist our FI Partner and/or Stably MSB in the issuance and redemption of Digital Assets created by Stably (“Stably Digital Assets”) as well as the buying and selling of other Digital Assets via traditional payment methods.
To access the Platform, a client must first open an account on the Platform. Once the account is opened, the client must submit the requested personal and financial information, including bank account information and a valid blockchain wallet address for receiving Digital Assets, including Stably Digital Assets. We then forward this information to our FI Partner who screens the client’s information in accordance with the FI Partner’s and our internal anti-money laundering (AML) procedures and “know your customer” (KYC) compliance programs. Upon approval of the KYC/AML information, the client may then initiate transaction requests through the Platform.
2.1 Issuance & Redemption of USDS
USDS IS NOT MONEY OR LEGAL TENDER AND SHOULD NOT BE TREATED AS SUCH.
a. USDS, accessible at stably.io/usds, is a multichain US Dollar stablecoin that is fully collateralized by USD bank deposits, USD money market funds, and USD-backed stablecoins. We utilize blockchain-based tokenization technology, including smart contracts, and collateral accounts managed by our FI Partner and/or Stably MSB for the benefit of verified USDS token holders (“Collateral Accounts”) to ensure 1-to-1 parity of USD to USDS via direct redemption of USDS for USD or USD-backed stablecoins. Our FI Partner is the CVC administrator of USDS tokens on the Arbitrum blockchain network, and Stably MSB is the CVC administrator of USDS tokens on all other networks. At the instruction of our FI Partner or Stably MSB (as applicable), we activate the technology to mint/issue (i.e., putting into circulation) USDS tokens when USD is deposited into the Collateral Accounts, as well as the burning/redemption (i.e., removal from circulation) of USDS tokens when USD is disbursed from the Collateral Accounts. This ensures that the number of USDS tokens in circulation and the amount of collateral assets are equal in value. The Collateral Accounts holdings are also published periodically and may be subject to ongoing attestations by a third-party attestor (click here for more information). USDS tokens do not earn interest, pay dividends, or generate any other type of earnings for the token holder. Any interest and earnings (or losses) generated by the Collateral Accounts’ assets belong to us and/or our FI Partner. Assets held in the Collateral Accounts are not rehypothecated.
b. To mint USDS tokens, a client must have an existing account on our Platform. The client can then create a USDS token mint/issuance request. We then forward the request to our FI Partner and/or Stably MSB (as applicable). Upon approval of the request by our FI Partner and/or Stably MSB (as applicable), they will notify us, and we will notify the client to initiate a deposit to the Collateral Accounts via fiat payments or stablecoins which are immediately converted into USD by our FI Partner. Upon receipt of funds, our FI Partner and/or Stably MSB (as applicable) will authorize us to activate the blockchain-based tokenization technology to issue USDS tokens and send them to the wallet address provided in the client’s request.
c. To redeem USDS tokens, a client must also have an existing account on our Platform. The client can then create a USDS token burn/redemption request. We will then forward the request to our FI Partner and/or Stably MSB. Upon approval of the request, we will notify the client to send their USDS tokens to a deposit address to be burned or removed from circulation. Upon receipt of the USDS tokens, we will notify our FI Partner to initiate a USD disbursement to the client’s personal bank account or a stablecoin disbursement to the wallet address provided in the client’s request.
d. USDS is issued natively on multiple blockchain networks, including (but not limited to): Arbitrum, Bitcoin, Chia Network, Coreum, Ethereum, Harmony, Polymesh, STRATO Mercata, TomoChain, VeChainThor, XRP Ledger, and more in the future (click here to view the full list of supported networks along with token details). USDS tokens on Arbitrum are backed 1-to-1 by USD and USD money market funds held by our FI Partner for the benefit of token holders. USDS tokens on all other blockchain networks are backed 1-to-1 by Arbitrum USDS held by Stably MSB for the benefit of token holders. Cross-chain USDS tokens issued by third-party token bridges may be available in the market but they are not sponsored, issued, or supported by us or our FI Partner.
e. Possession of Stably Digital Assets does not guarantee redemption or exchange of the tokens for the underlying collateral by us or our FI Partner. We and our FI Partner reserve the right, in our discretion, to refuse issuance/redemption of tokens if such issuance/redemption could be unlawful or otherwise expose us or our FI Partner to risk or liability, including (without limitation): if any act, conduct, transaction, omission, or misrepresentation, of the party requesting the issuance/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 or our FI Partner to sanctions, restrictions, penalties, or reputational harm. We and our FI Partner also reserve the right to refuse to issue/redeem tokens upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction.
2.2 Issuance & Redemption of Stably Wrapped Assets
a. The Platform also provides a technology interface for clients with an existing account to issue/redeem crypto-backed wrapped tokens, including (but not limited to) BTCS and ETHS (individually or collectively, the “Stably Wrapped Assets”).
b. Stably BTC (“Stably Wrapped Bitcoin” or “BTCS”) and Stably ETH (“Stably Wrapped Ethereum” or “ETHS”), accessible at stably.io/bridge, are cross-chain wrapped tokens fully collateralized by Bitcoin (BTC) and Ethereum (ETH), respectively. We utilize blockchain-based tokenization technology, including smart contracts and collateral wallets (“Collateral Wallets”) managed by Stably MSB or a designated trustee for the benefit of token holders to create 1-to-1 parity of BTC (for BTCS) and ETH (for ETHS) via direct redemption of each respective collateral. Stably MSB is the CVC administrator and Issuer of all Stably Wrapped Assets. At the instruction of Stably MSB, we activate the technology to mint/issue a Stably Wrapped Asset when the corresponding Digital Asset is deposited into the Collateral Wallets, as well as the burning/redemption of a Stably Wrapped Asset when the corresponding Digital Asset is redeemed/disbursed from the Collateral Wallets. This ensures that the number of Stably Wrapped Asset tokens in circulation and the amount of corresponding Digital Assets held as collateral are equal in value. The Collateral Wallets’ holdings may be verified on-chain by any party at any time (for more information, click here). Stably Wrapped Asset tokens do not earn interest, pay dividends, or generate any other type of earnings. Digital Assets held in the Collateral Wallets are not rehypothecated.
c. To mint a Stably Wrapped Asset, a client must have an existing account on our Platform. The client can then create a Stably Wrapped Asset token mint/issuance request. We then forward this request to Stably MSB. Upon approval of the request by Stably MSB, we will notify the client to initiate a deposit of the corresponding Digital Asset to the Collateral Wallets. Upon receipt of the Digital Asset, we will issue the Stably Wrapped Asset and send it to the wallet address provided in the client’s request.
d. To redeem a Stably Wrapped Asset, a client must also have an existing account on our Platform. The client can then create a redemption request on our Platform. Upon approval of the request, we will notify the client to send their Stably Wrapped Asset to a deposit address to be burned or removed from circulation. Upon receipt of the Stably Wrapped Asset, we will initiate a disbursement of the corresponding Digital Asset from the Collateral Wallets to the wallet address provided in the client’s request.
e. Stably Wrapped Assets are currently issued on the Chia blockchain and support for more blockchains is being planned for the future (click here for more information). Cross-chain Stably Wrapped Assets issued by third-party token bridges may be available in the market but they are not sponsored, issued, or supported by us or our FI Partner.
f. Possession of Stably Wrapped Assets does not guarantee redemption or exchange of the tokens for the underlying collateral. Please refer to Section 2.1(e) for more information.
2.3 Stably Ramp
a. Stably Ramp, accessible at ramp.stably.io, is a non-custodial fiat-to-crypto onramp application that enables an existing Platform account holder to buy/sell Digital Assets and issue/redeem Stably Digital Assets with us and/or our FI Partner. Stably Ramp does not offer custody of fiat currencies or Digital Assets to account holders. All Digital Assets exchanged via Stably Ramp, including Stably Digital Asset issuances, are processed and settled directly to the account holder’s wallet address by us or our FI Partner. Fiat-to-Digital Asset transactions, including USDS issuance/redemption, and USD deposit/disbursement transactions are processed by our FI Partner. Stably Ramp accepts both fiat and blockchain-based payment methods (click here for more information).
b. Digital Asset purchase transactions made through Stably Ramp may be provided by either Stably MSB and/or our FI Partner. USD for purchase transactions provided through our FI Partner is exchanged directly for Digital Assets. USD for purchase transactions provided through Stably MSB is first converted to USDS via our FI Partner and then exchanged for Digital Assets.
c. Digital Asset sell transactions made through Stably Ramp may be provided by either our FI Partner and/or LI.FI, a decentralized cross-chain liquidity and token bridge aggregation protocol (for more information about LI.FI, please click here). Digital Assets for sell transactions provided through our FI Partner are exchanged directly for USD. Digital Assets for sell transactions provided through LI.FI are first exchanged for stablecoins and then redeemed or exchanged for USD via our FI Partner.
d. Third-party integrators (the “Integrators”) such as wallets, decentralized applications (dApps), and Web3 projects may request to incorporate Stably Ramp into their user interfaces at email@example.com. 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.
e. The Platform’s fees, including Stably Ramp fees, which are inclusive of our FI Partner’s fees, are outlined in our fee schedule (for more information, please click here). The Platform’s fees may be applied differently for certain types of account holder or certain types of transactions from time to time at our own discretion.
f. Stably OTC, accessible at stably.io/otc, is an over-the-counter (OTC) Digital Asset exchange service provided through Stably MSB that offers large-volume Digital Asset trading (CVC-to-CVC) as well as Stably Digital Asset issuance/redemption to verified Stably Ramp account holders. OTC clients are required to settle the first leg of each OTC trade. Upon receipt of the client’s Digital Asset, Stably MSB shall settle the second leg of the trade via another Digital Asset. To request an OTC trade with Stably MSB, please email firstname.lastname@example.org.
2.4 Licensing and Jurisdiction
a. Residents of certain jurisdictions may not access the Platform. We and our FI Partner also retain full discretion to refuse to access 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. A list of our supported jurisdictions can be found here.
b. Stably is not a bank, depository institution, trust company, broker/dealer, money transmitter, or any other type of financial institution as that term is defined in the US Bank Secrecy Act (BSA), or related rules or regulations. Stably is a blockchain technology service provider who partners with regulated financial institutions, including Stably MSB, that are fully registered and licensed to operate as banks, trust companies, money transmitters, or financial institutions in their respective jurisdictions. As a result, all token issuance and redemption requests submitted to the Platform will be forwarded to and processed by Stably MSB and our FI Partner. Stably does not make any decision to issue/redeem or authorize the issuance/redemption of Stably Digital Assets. All Stably Digital Asset issuances and redemptions require approval/authorization from the applicable Issuers and CVC administrators. In addition to CVC administration, our FI Partner also provides CVC exchange, fiat payment processing, fiat custody, compliance, and tax reporting services to users of the Platform in certain US states as well as non-US jurisdictions.
c. Stably MSB is a FinCEN-registered money service business, not a bank, depository institution, trust company, or broker/dealer. Stably MSB helps facilitate CVC-to-CVC administration and exchange transactions for users of the Platform, including OTC clients, in certain US states as well as non-US jurisdictions.
d. LI.FI is a permissionless and decentralized finance (DeFi) protocol that helps facilitate peer-to-peer (P2P), CVC-to-CVC exchange transactions for users of the Platform in certain US states as well as non-US jurisdictions.
3. Anti-Money Laundering, Counter-Financing of Terrorists, and Sanctions
Stably, Stably MSB, and our FI Partner are committed to providing you with safe, compliant, and reputable services through the Platform. Accordingly, we and our FI Partner 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 international regulators.
Stably MSB, our FI Partner and all other regulated financial institutions and money transmission 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 List of the US Office of Foreign Assets Control (OFAC); any Canadian designated persons list, including the Consolidated Canadian Autonomous Sanctions List; any UN Sanctions List; or other applicable sanctions or watchlist. Our FI Partner 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 the sole discretion of us or our FI Partner. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service.
We, our FI Partner, and all of our other regulated financial institution partners reserve the right to prohibit specific blockchain wallet addresses from accessing the Platform, receiving Digital Assets, or transferring Digital Assets 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, our FI Partner, and all of our other regulated financial institution partners also reserve the right to prohibit any specific centralized cryptocurrency exchange (“Exchange”) from accessing the Platform, receiving/disbursing Stably Digital Assets, or exchanging Stably Digital Assets 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 Stably Digital Assets on any Exchange in our sole and absolute discretion. Any Exchange that lists Stably Digital Assets 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 Stably Digital Assets 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. 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 Stably Digital Asset on a new or existing blockchain, respectively. In the event that a Stably Digital Asset is deprecated on an existing blockchain, token holders may still redeem their tokens on that blockchain for USD via the Platform but new token issuances shall be disabled.
b. Should any blockchain that a Stably Digital Asset 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, the Stably Digital Asset on the non-chosen fork will not be valid for any purpose and shall be frozen.
d. 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 Stably Digital Asset available for redemption, as allowed by law.
e. We reserve the right to prohibit Stably Digital Asset issuance/redemption requests if the total amount submitted is worth less than 20 USD per transaction. We may reduce this minimum amount in the future.
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.
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 third party suppliers, 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.
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.
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. For more information about our fee schedule, please click here.
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 financial 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.
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.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS, OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LEGAL WARRANTIES, CONDITIONS, OR REPRESENTATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:
a. General Disclaimer
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
b. Private Keys and Wallets
YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO PROTECT THE PRIVATE KEYS TO YOUR DIGITAL ASSETS AND ENSURE THEIR SAFETY AND SECURITY. IF YOU LOSE YOUR PRIVATE KEYS, IT WILL NOT BE POSSIBLE FOR US TO RECOVER THEM ON YOUR BEHALF. IF WE MAKE AVAILABLE OUR DIGITAL WALLET FOR THE STORAGE OF DIGITAL ASSETS TO YOU, WE DO SO OUT OF CONVENIENCE ONLY AND ASSUME NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH YOUR USE OF OUR WALLET.
c. Use of Correct Address for Digital Asset Transactions
YOU ACKNOWLEDGE THAT BLOCKCHAIN-BASED DIGITAL ASSET TRANSACTIONS ARE TECHNICALLY IRREVERSIBLE AND THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THE CORRECT ADDRESS IS USED FOR ANY DIGITAL ASSET TRANSACTIONS THROUGH THE PLATFORM. WE CANNOT REVERSE ANY DIGITAL ASSET TRANSACTIONS AND, ACCORDINGLY, WILL NOT REIMBURSE OR REFUND YOU FOR ANY SUCH TRANSACTIONS.
d. White-Label and Wrapped USDS Tokens
YOU ACKNOWLEDGE THAT WHITE-LABEL USDS TOKENS AND WRAPPED USDS TOKENS CREATED BY STABLY ARE, IN EFFECT, THE SAME AS USDS. WHITE-LABEL USDS TOKENS ARE TOKENS THAT WE DEVELOP AND SELL TO VARIOUS BUSINESS CLIENTS UNDER THEIR OWN BRAND (I.E., STABLECOIN-AS-A-SERVICE). WRAPPED USDS TOKENS, INCLUDING WHITE-LABEL TOKENS, ARE TOKENS THAT WE ISSUE ON NON-ARBITRUM BLOCKCHAINS WHICH ARE FULLY BACKED BY AND REDEEMABLE FOR USDS ON ARBITRUM. YOU UNDERSTAND THAT WHEN YOU PURCHASE A WHITE-LABEL USDS TOKEN, YOU ARE PURCHASING A BRANDED VERSION OF USDS THROUGH THE PLATFORM. YOU ALSO UNDERSTAND THAT WHEN YOU PURCHASE USDS ON BLOCKCHAINS OTHER THAN ARBITRUM, YOU ARE PURCHASING A WRAPPED VERSION OF USDS THROUGH THE PLATFORM.
e. Decentralized Technology and Third-Party Services
USING SERVICES PROVIDED BY THIRD-PARTY FINANCIAL INSTITUTIONS, BLOCKCHAIN NETWORKS, AND DECENTRALIZED APPLICATIONS THROUGH OUR PLATFORM CARRIES INHERENT RISKS. THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:
- MARKET RISKS: THE VALUE AND PERFORMANCE OF ASSETS, CRYPTOCURRENCIES, OR 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 AND WRAPPED ASSETS INVOLVE ADDITIONAL RISKS, SUCH AS TECHNICAL CHALLENGES, SECURITY VULNERABILITIES, RELIANCE ON THIRD-PARTY CUSTODIANS, AND DISLOCATION OF MARKET PRICES RELATIVE TO THE UNDERLYING COLLATERALS. HOLDING DIGITAL ASSETS COULD RESULT IN A LOSS OF VALUE, INCLUDING PRINCIPAL.
- COUNTERPARTY RISKS: TRANSACTIONS CONDUCTED WITH THIRD-PARTY FINANCIAL INSTITUTIONS OR DECENTRALIZED APPLICATIONS ARE SUBJECT TO COUNTERPARTY RISKS, INCLUDING DEFAULTS, LOSS OF FUNDS, OR MALFUNCTIONS ON THE PART OF THE SERVICE PROVIDERS.
- REGULATORY RISKS: THIRD-PARTY FINANCIAL INSTITUTIONS AND DECENTRALIZED APPLICATIONS 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 NETWORKS AND DECENTRALIZED APPLICATIONS MAY BE SUBJECT TO TECHNICAL VULNERABILITIES, INCLUDING CYBERCRIME, SMART CONTRACT EXPLOITS, NETWORK CONGESTION, BLOCKCHAIN CONSENSUS ISSUES, MAJORITY ATTACKS, NETWORK FAILURES, AND FORKING.
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 email@example.com. By using the Platform, you confirm that you will not use it in connection with any of the following businesses, activities, practices, or items:
- Unfair, predatory, or deceptive practices: Investment opportunities or other services that promise high rewards; 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 card network or bank policies.
18. Assumption of Risk; No Advice; Authorized Exchanges Only
Cryptocurrency 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 Stably Digital Assets even if the information on the Platform is displayed incorrectly. Nothing contained herein and on the Platform 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, Stably Digital Assets 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 KYC/AML/CFT programs and procedures in place as well as apply to go through a review process with our internal compliance team. Once approved, the authorized exchange partner may list a Stably Digital Asset for trading. Any unauthorized exchange that lists a Stably Digital Asset without our permission is considered in breach of these Terms of Service.
If you operate a centralized cryptocurrency exchange and wish to list a Stably Digital Asset for trading, please contact firstname.lastname@example.org to learn more.
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
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 Seattle, 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 at: email@example.com.