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To the extent that you (“you,” “your,” or “User”) are a [developer] or [service provider] to Universal Ledger, Ltd, a Bahamian limited company (the “Company”) with respect to USBC, these USBC Terms (“Terms”) augment the USBC Developer Terms for any transactions involving the issuance, redemption and transfer of USBC (the “USBC Services”). Such users are referred to herein as “User Type A.” To the extent you are not a User Type A but hold USBC, these Terms still apply to your holding and use of USBC (such Users are referred to herein as “User Type B”). For the avoidance of doubt, Users Type B are not customers of the Company or its affiliates.
By obtaining and using USBC, you understand and expressly agree to these Terms and you acknowledge that you have reviewed and understand each of the disclosures made in this section. Any provisions of these Terms that only apply to User Type A or User Type B will be specifically noted herein. Unless so noted, each Section of these Terms apply to both User Type A and User Type B, and any use of “you” or “your” refers to both User Type A and User Type B.
By holding or using USBC, or using any of the USBC Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy, Cookie Policy and E-Sign Consent and you acknowledge and agree that you will be bound by these terms and policies.
1.1 About USBC
USBC is a digital token issued by the Company that operates on a proprietary blockchain. For the avoidance of doubt, these Terms only apply to USBC issued by the Company.
USBC is fully backed by an equivalent amount of U.S. Dollar-denominated assets held by the Company with U.S. regulated financial institutions in segregated accounts apart from the Company’s corporate funds, on behalf of, and for the benefit of, Users (the “Segregated Accounts”). This means that for every USBC issued by the Company and remaining in circulation, the Company will hold on behalf of Users either one U.S. Dollar (“USD”) or an equivalent amount of USD-denominated assets in its Segregated Accounts (the “USBC Reserves”). USBC is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the USBC holder.
The following only applies to User Type A: You have agreed to, and are subject to, the USBC Developer Terms, provided, however, your use of the USBC Services is subject to these Terms. Any of the USBC Services can be discontinued at any time at the discretion of the Company.
The following applies to both User Type A and User Type B: Your use of USBC and USBC Services (as applicable), is subject to these Terms and Company’s obligations hereunder are conditional on you complying with these Terms. You understand that any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of USD tokenized for USBC.
You understand and agree that sending USBC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem USBC for USD funds so long as the Holder is eligible to redeem USBC.
Each USBC is intended to maintain a value of 1 USD. In order to issue 1 USBC, a corresponding 1 USD (or an equivalent amount of USD-denominated assets) is held in the USBC Reserves. The Company commits to redeem 1 USBC for 1 USD, subject to these Terms, applicable law, and any fees where applicable. While the Company may hold the USBC Reserves in interest-bearing accounts or other yield-generating instruments, you acknowledge that you are not entitled to any interest or other returns earned on such funds. USBC does not itself generate any interest or return for holders of USBC and only represents your right to redeem USBC for an equivalent amount of USD through your account with the Company.
Your holding and use of USBC, and any use of the USBC Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.
Applicable laws require us to prevent Restricted Persons from holding USBC and/or using USBC Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:
The following applies to both User Type A and User Type B: USBC, USBC Services and support for USBC are not available to individuals and institutions (as applicable) in all jurisdictions. While USBC Services generally extend globally, due to compliance and regulatory restrictions, we do not currently offer USBC Services in the following jurisdictions: Afghanistan, Belarus, Central African Republic, Democratic Republic of Congo, Crimea, DNR, LKH, Cuba, Ethiopia, Iran Iraq, Lebanon, Mali, Myanmar, Nicaragua, North Korea, Russian Federation, Somalia, South Sudan, Syria, Venezuela, Yemen, and Zimbabwe.
By holding or using USBC, or accessing or using the USBC Services, you further represent and warrant that:
You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.
If the Company suspects or determines that you or any of your authorized users or customers, as applicable, have violated these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined in Section 12) or attempting to engage or engaging in Restricted Activities or Prohibited Transactions, you may forfeit any USD funds otherwise eligible for redemption.
Notwithstanding the foregoing, the Company may determine not to make USBC or the USBC Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location.
Contact Support at support@usbc.xyz to report any violations of these Terms or to ask any questions regarding these Terms or the USBC Services, as applicable.
Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the USBC Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
It is possible that a party unaffiliated with the Company could create an alternative, equivalent version of USBC that operates independently from USBC. Similarly, it is possible that a party unaffiliated with the Company may create an asset and purport that such asset is collateralized by or otherwise incorporates USBC into its design (a “wrapper”). The Company supports only USBC and is under no obligation to support any copies of USBC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of USBC.
The Company reserves the right to migrate USBC to another blockchain or protocol in the future at its reasonable discretion. Upon the Company’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your USBC to another blockchain or protocol identified by the Company. The Company will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your USBC to another blockchain or protocol identified by the Company.
We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the USBC Privacy Policy, as it provides details on how your personal information is collected, stored, protected and used.
These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to USBC and your use of USBC Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms governs your holding and use of USBC, and the USBC Services, as applicable.
The following only applies to User Type A: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the USBC Services solely for approved purposes as determined by the Company. Any other use of the USBC Services is expressly prohibited. The Company and its licensors reserve all rights in the USBC Services and you agree that these Terms do not grant you any rights in or licenses to the USBC Services except for the limited license set forth above. Except as expressly authorized by the Company, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the USBC Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the USBC Services may be terminated pursuant to these Terms.
"USBC", and all logos related to the USBC Services are either trademarks, or registered marks of the Company or its licensors. You may not copy, imitate, or use them without the Company’s prior written consent. All right, title, and interest in and to the Company website, any content thereon, the USBC Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of the Company and its licensors.
The following list of risks associated with USBC and USBC Services is not exhaustive.
NO GUARANTEE OF PRICE STABILITY ON THIRD PARTY PLATFORMS
Subject to the limitations set forth in these Terms, (i) when the Company tokenizes USD for USBC it will always do so at a rate of one USD ($1) per one (1) USBC; and (ii) when the Company redeems USBC for USD, it will always redeem such USBC at a rate of one USD ($1) per one (1) USBC, less fees where applicable.
The Company does not guarantee that the value of one (1) USBC will always equal 1 USD ($1) on other platforms. Due to a variety of factors outside of the Company’s control, the value of USBC on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 USD ($1). Although a USBC is always redeemable for $1, less applicable fees (if any), the Company cannot control how third parties quote or value USBC, and the Company is not responsible for any losses or other issues that may result from fluctuations in the value of USBC.
THIRD-PARTY PLATFORMS
USBC is based on open source software and runs on a proprietary blockchain. As a result, USBC support on any third-party platform does not imply any endorsement by the Company that such third-party services are valid, legal, stable or otherwise appropriate. The Company is not responsible for any losses or other issues you might encounter using USBC on non-Company platforms.
YOU ACCEPT ALL CONSEQUENCES OF SENDING USBCUSBC transactions are not reversible. Once you send USBC to an address, you accept the risk that you may lose access to, and any claim on, that USBC indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the USBC, or (iv) an address belongs to an entity that may return the USBC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate the Company to track, verify or determine the provenance of USBC balances for Users, including any form of security interests claimed thereon.
BLOCKED ADDRESSES & FORFEITED FUNDSThe Company reserves the right to “block” certain USBC addresses and freeze associated USBC (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send USBC to a Blocked Address, or receive USBC from a Blocked Address, the Company may freeze such USBC. In certain circumstances, the Company may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your USBC, including the ability to redeem USBC for USD. The Company may also be required to freeze USBC and/or surrender associated USD held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.
BLACKLISTING
The Company reserves the right to block the transfer of USBC to and from an address on chain as permitted under the Company’s blacklisting policy.
SOFTWARE PROTOCOLS AND OPERATIONAL CHALLENGES
You are aware of and accept the risk of operational challenges. The Company may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the USBC Services. You understand that the USBC Services may experience operational issues that lead to delays, including delays in redeeming USBC. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold the Company accountable for any related losses.
COMPLIANCE
You are responsible for complying with applicable law. You agree that the Company is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of USBC or the USBC Services, including any accurate reporting of the tax or legal status of USBC in your jurisdiction.
LEGAL TREATMENT OF USBC TRANSFERS
The regulatory status of USBC and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to USBC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a USBC transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.
LEGISLATIVE AND REGULATORY CHANGES
Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the tokenization of USD into USBC, and the use, transfer, redemption and/or value of USBC.
ENCUMBRANCES
Depending on the actions of the owners of USBC addresses before your receipt of USBC from another USBC address, it is possible that the transfer of USBC between USBC addresses could result in the USBC in your account becoming subject to a lien or other form of security interest before redemption.
AFFILIATE ACTIVITIES
You understand and agree that individuals or entities affiliated with the Company may hold, purchase, sell, or otherwise engage in transactions using or involving USBC. You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes USBC, or otherwise supporting the use or adoption of USBC. This activity may involve selling USBC to other entities for provision to their end users. You understand and agree that no individual or entity, whether affiliated with the Company or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.
You understand and agree that the Company does not control any products or services sold or offered by third parties using the USBC Services.
The Company is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable law and regulations (including any consequences for illegal transactions that might be triggered under these Terms), the quality and delivery of such products and services, or your satisfaction with any products or services, the purchase of which is facilitated by the USBC Services. If you are not satisfied with any goods or services purchased from a third party using the USBC Services, you must handle those issues directly with the third-party seller.
The Company in its sole and absolute discretion shall set any fees, costs, charges, profit sharing, disbursements or other charges or revenue sharing.
In connection with your holding or use of USBC, or the USBC Services (as applicable), you hereby agree that you will not:
Using USBC or the USBC Services for transactions related to the following is prohibited, and the Company reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:
In the event that the Company learns you are making any such Prohibited Transactions, the Company will consider it to be a violation of these Terms, which can result in the potential forfeit of any US Dollar funds otherwise eligible for redemption.
You agree to indemnify and hold the Company, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of these Terms, your violation of any law or regulation or your holding or use of USBC.
For the purpose of this Section 17, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 17 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
If you have a dispute with one or more Users or third parties, you release the Company (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO HOLD OR USE USBC; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO INVOLVING USBC; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING USBC.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH USBC, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF USBC.
USBC IS PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE COMPANY, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT (I) THE USBC WILL MEET YOUR REQUIREMENTS, (II) THE USBC WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
The Company shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.
The Company may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use USBC or the USBC Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the USBC Services. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.
If the revised Terms include a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose, a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relate to a new product or service made available to you, or (iv) otherwise clarify an existing term.
You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending USBC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem USBC for USD so long as the Company permits such Holder to redeem USBC.
Each Holder is subject to all terms of these Terms as if a User including, but not limited to, the requirements to not transact with Blocked Addresses and not engage in Restricted Activities or Prohibited Transactions.
We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using USBC; further if you are a User Type A, you may also stop using our USBC Services, and terminate these Terms by contacting Support at support@usbc.xyz.
Upon termination of these Terms, all rights and obligations of the parties that by their nature are continuing will survive such termination.
The Company strives to provide accurate and reliable information and content on the Company website, but such information may not always be correct, complete, or up to date. The Company will update the information on the Company website as necessary to provide you with the most up to date information, but you should always independently verify such information.
The USBC and USBC Services are subject to AML and CTF provisions, including Sanctions. By holding or using USBC, or using the USBC Services, you represent and warrant that your actions are not in violation of Sanctions. Without limiting the foregoing, you may not hold or use USBC, or use the USBC Services if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the USBC Services, shall be exclusively governed by, and construed and enforced in accordance with, the laws of The Commonwealth of The Bahamas, without regard to conflict of law rules or principles (whether of The Bahamas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The Courts of the Commonwealth of The Bahamas shall have exclusive jurisdiction over any proceedings hereunder and you waive any objection to venue in any such courts.
The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 20. Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms. The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms and the Company’s policies governing the holding or use of USBC, the use of the USBC Services referenced herein, and any other related policies of the Company constitute the entire agreement between you and the Company with respect to the holding or use of USBC, and the use of the USBC Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and the Company and other Company affiliates which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.
