1. Introduction and Scope
1.1 Terms. These Standard Terms of Service, including any Order Form and Service-Specific Supplement hereto (these “Terms”) are entered into between the entity identified in the applicable Order Form as customer (“Customer”) and the entity identified in the applicable Order Form as provider (“Provider,” “we,” “us,” or “our”). By signing an Order Form, using any APIs provided by Provider or its Affiliates, or by accessing or using the Platform or any Services, Customer agrees to be bound by these Terms. If an individual is accepting these Terms on behalf of an entity, the individual accepting represents that he or she has the authority to bind that entity. References to “Customer” include any Affiliate of Customer that accesses or uses the Platform or Services through Customer’s account or credentials.
1.2 Platform. Provider and its Affiliates provide a technology platform, including all APIs, interfaces, dashboards, connections, and tools related thereto (the “Platform”), that facilitates Transactions in Stablecoins and other Services. Provider and its Affiliates may provide the Platform and Services in any manner, including different access levels, limits, terms, permitted number and type of authorized users, features, functionality, fees, and support.
1.3 Licensed Activity. Money movement or any other money transmission or activities subject to federal or state regulation (“Regulated Activity”) will be provided by Provider or by a Third Party Provider that is licensed or registered (or exempt from any such licensing or registration) to perform such activity. To the extent a Third Party Provider is performing the Regulated Activity, Provider will act as a provider of technology and software services only and will not be providing any Regulated Activity. In any event, in no circumstance does Provider or any of its Affiliates act or purport to be a bank, state-chartered depository institution, issuer, broker-dealer, alternative trading system, transfer agent, or exchange. None of Provider or its Affiliates provide legal, financial, or investment advice in connection with the Platform or any other Services or otherwise.
1.4 Custody. Any custody of funds, settlement, or other financial services made available to Customers as part of the Services or through the Platform may be provided by Provider or its Affiliates, or by a third party (“Third Party Provider”). As a condition of using the Platform, Customer may be required to execute or accept third party agreements, including custodial services agreements and/or certain other agreements provided by Third Party Providers (“Third Party Agreements”). Third Party Providers are not Affiliates of Provider or its Affiliates and Provider is not a party to any such Third Party Agreements.
1.5 Additional Terms. Certain features or Services may be subject to additional terms, including as set forth in a Service-Specific Supplement. If there is a conflict between a Service-Specific Supplement and these Terms, the Service-Specific Supplement controls with respect to the Services to which it applies. Capitalized terms used in a Service-Specific Supplement and not defined therein have the meanings given in the Terms or an Order Form.
1.6 Licenses and Regulatory Disclosures. Information regarding any licenses and registrations held by Provider, together with any state-specific disclosures, complaint procedures, and regulator contact information required under Applicable Law, is available at https://bettermoney.com/licenses and is incorporated into these Terms. Provider may update this web page from time to time, and Customer must review the disclosures applicable to it.
2. Definitions
The following definitions apply:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” means ownership of more than fifty percent (50%) of the voting interests.
“API” means an application programming interface, including any related documentation, specifications, software development kits, libraries, code, and credentials.
“Applicable Law” means all applicable laws, statutes, regulations, rules, orders, and guidance of any governmental authority, including anti-money laundering and anti-terrorist financing laws, sanctions programs (including the Bank Secrecy Act and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control), and financial services laws.
“Authorized User” means an individual designated by Customer to access and use the Platform or Services on Customer’s behalf.
“Custodian” means one or more custodians designated by Provider or as set forth in an Order Form.
“Customer Data” means data submitted by Customer to the Platform, excluding Transaction Data.
“Effective Date” means the date which is the earliest of (i) Customer clicking a sign up or other check box indicating acceptance of these Terms during the Platform’s account registration or signup process, (ii) using any APIs provided by Provider or its Affiliates or otherwise accessing or using the Platform or any Services, and (iii) the date of Customer’s first executed Order Form.
“Fees” means the fees payable by Customer for use of the Platform and Services, as set forth in the applicable Order Form or as communicated to Customer through the Platform or API in accordance with Section 7.
“Losses” means any claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees).
“Order Form” means any written ordering document, agreement, or similar writing executed by the parties that references these Terms.
“Service-Specific Supplement” means any additional terms referenced in an Order Form or posted on Provider’s website and that are incorporated into these Terms with respect to a specific Third-Party Service Provider, transaction type, product, or funds or commercial flow.
“Services” means the stablecoin swapping, clearing facilitation, conversion or other services (including routing Stablecoins or fiat balances to a Third Party Provider for conversion into fiat currency and delivery to a recipient designated by Customer) as may be provided by Provider, its Affiliates and Third Party Providers, as set forth in an Order Form.
“Stablecoins” means any digital unit of value, token, or other cryptographic asset that is designed to maintain a stable value relative to fiat currency and that is issued, recorded, represented, or transferred using distributed ledger or blockchain technology.
“Transaction” means any swap, conversion, redemption, minting, sale, or transfer of Stablecoins or fiat balances (including any transfer or routing to a Third Party Provider for conversion into fiat currency) initiated by or on behalf of Customer.
“Transaction Data” means data related to Customer’s Transactions, including amounts, asset types, wallet addresses, timestamps, and chain identifiers.
3. Platform and Services
3.1 License Grant. Subject to these Terms and the applicable Order Form, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable (pursuant to these Terms) right to access and use the Platform for Customer’s internal business purposes during the term of the applicable Order Form. Customer must comply with documentation and reasonable instructions from Provider and its Affiliates.
3.2 Limited Authority. Through the Platform, Provider will provide Services to Customer in accordance with Customer’s instructions. In furtherance of the foregoing, Customer authorizes Provider to, or to instruct a Third Party Provider to, execute, orchestrate, and facilitate Transactions on Customer’s behalf, in each case as Provider determines reasonably necessary or appropriate to provide the Services. Without limiting the foregoing, Customer authorizes Provider to (a) net Customer’s Transactions against the offsetting Transactions of Provider’s or its Affiliates’ other customers and settle on a net basis, (b) hold Customer’s Stablecoins and fiat balances in one or more omnibus wallets or accounts maintained for the benefit of Provider’s customers generally, and (c) mint, redeem, or convert Stablecoins with issuers and other Third Party Providers and transfer the underlying fiat or other assets among Provider’s banking partners, Custodians, and issuer accounts, in each case as Provider determines necessary or appropriate to provide the Services. Unless the applicable Order Form or Service-Specific Supplement specifies that Provider acts as principal with respect to a Transaction, Provider acts as Customer’s agent in executing Transactions. Except as authorized in this Section 3.2 or where Provider acts as principal, Provider will not access, withdraw, loan, pledge, rehypothecate, or otherwise use or encumber Customer’s Stablecoins for Provider’s own benefit or for any purpose other than executing Customer-initiated Transactions.
3.3 Limitations on Transactions; Compliance Checks. Provider and its Affiliates retain full and sole discretion to refuse to transmit or to block any Transaction and reserve the right to refuse to provide the Platform or any Services, as applicable. This may include: (a) if Provider or any Third Party Provider believes an instruction is ambiguous, incomplete, or may be contrary to Applicable Law; (b) in accordance with Provider’s or its Affiliates or the Third Party Provider’s risk management, compliance, or other policies and procedures; (c) if Provider or the Third Party Provider believes the instruction may involve Stablecoins subject to a hold, dispute, restriction, or legal process; (d) as directed or required by any governmental authority; or (e) for any other reason Provider, its Affiliates or the Third Party Provider deems appropriate in its sole discretion. Provider may perform additional compliance checks, screening, or monitoring on any Transaction, Customer, or Authorized User at any time. Provider may choose to discretionarily file suspicious activity reports or make other disclosures or reports to examiners, law enforcement agencies, or any governmental authorities as Provider determines is required or appropriate under Applicable Law, and may provide information to Third Party Providers, in each case without notice to or consent from Customer, and Customer acknowledges that Provider may be prohibited by law from disclosing the existence of any such filings to Customer.
3.4 Volume and Transaction Limits. Customer’s use of the Platform or Services is subject to any applicable volume limits set forth in the applicable Order Form and any other volume, velocity, frequency, or other transaction limitations. Provider, its Affiliates, or a Third Party Provider, as applicable, may update these limitations at any time by reasonable prior written notice (including email) to Customer.
3.5 Platform Operations. Provider and its Affiliates may modify, update, suspend, or discontinue any part of the Platform or any Services at any time. Provider will use reasonable efforts to provide reasonable advance notice of material changes; provided that Provider and its Affiliates reserve the right to act without such notice where required for security, legal, or regulatory reasons, or pursuant to their compliance policies and procedures. None of Provider or its Affiliates guarantees uninterrupted access to the Platform or any Services. The Platform and any Services may be temporarily unavailable for maintenance, upgrades, or reasons beyond Provider’s or its Affiliates (or any Third Party Provider’s) control. The Stablecoins supported by the Platform may change at Provider’s discretion or in certain instances the discretion of a Third Party Provider at any time and without notice.
3.6 Use of Data. Provider may use and process Customer Data and Transaction Data: (a) to provide the Platform and the Services; (b) as required by Applicable Law; (c) for security, anti-fraud, product improvement, and maintenance purposes; (d) to derive aggregated, de-identified and anonymized data (collectively, “Derived Data”) and to operate, improve, develop, maintain, and otherwise process such Derived Data for analytics, reporting, and other lawful business purposes including improving the Platform and providing the Services; and (e) as described in Provider’s Privacy Policy, including disclosing data to any Third Party Provider as required or requested by the Third Party Provider.
4. Customer Accounts and Obligations
4.1 Onboarding. Customer agrees to provide information and documentation reasonably requested by Provider or any Third Party Provider in connection with account opening, including information required for know-your-customer, know-your-business, anti-money laundering, and sanctions screening purposes. Provider reserves the right, but has no obligation, to request information from Customer to verify Customer’s identity in order to comply with laws and regulations governing payments, to safeguard the integrity of the Platform and the Services, and to reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions regimes. Provider also may collect and verify certain information about Customer, including its Authorized Users, on behalf of any Third Party Provider, or enable a Third Party Provider to directly collect and verify such information from and about Customer and its Authorized Users. Provider may also require Customer to provide updated or additional information at Provider’s discretion, including with respect to any particular Transaction. Customer further authorizes Provider to make inquiries and obtain reports to verify Customer’s identity and eligibility. Customer authorizes Provider to share information collected from Customer (including registration data, identity verification data, beneficial ownership information, and ongoing due diligence information) with the Third Party Provider for the purpose of enabling the Third Party Provider to perform its compliance obligations, onboarding processes, and ongoing monitoring. Provider reserves the right to refuse to establish or maintain an account for any Customer for any reason or no reason at all. Customer is responsible and liable for the acts and omissions of its Affiliates accessing or using the Platform or Services with Customer’s account or credentials. Each such Affiliate must complete Provider’s onboarding requirements before initiating any Transaction.
4.2 Authorized Users. Customer is responsible for designating Authorized Users and for actions taken through Customer’s account, including the acts and omissions of any Authorized User or other person who accesses Customer’s account. Customer is responsible for ensuring that its Authorized Users comply with these Terms. Provider is entitled to rely on, and treat as duly authorized by Customer, any instruction, Transaction, or communication submitted through Customer’s account or using Customer’s credentials, without further inquiry or verification. Customer must maintain the security and confidentiality of all login credentials (using strong, unique passwords and, where available, multi-factor authentication) and promptly notify Provider of any unauthorized access or suspected security breach. None of Provider or its Affiliates is liable for any Losses arising from unauthorized use of Customer’s account. Provider reserves the right to suspend, disable, or terminate any Authorized User’s access to the Services that Provider reasonably determines may have been used by an unauthorized third party. Login credentials cannot be shared or used by more than one individual Authorized User to access Customer’s account.
4.3 Account Information. Customer must keep all account information accurate and up to date. Customer must promptly notify Provider of any material change in Customer’s business, ownership structure, or regulatory status. Provider may request enhanced due diligence at any time, and Customer’s continued use of the Services is contingent on Customer’s cooperation with those requests. Failure to provide reasonably requested information is grounds for suspension or termination of the Services.
4.4 Processing Errors; Customer Responsibility for Instructions. If Customer discovers a processing error, Customer must notify Provider promptly. Provider will use commercially reasonable efforts to address the error, including coordinating with any Third Party Providers. Customer acknowledges that some Transactions may not be reversible or recoverable, even in the event of Customer error. Customer is solely responsible for ensuring the accuracy of all Transaction instructions submitted through the Platform, including wallet addresses, blockchain network selections, and chain identifiers. If Customer provides an incorrect wallet address, selects an incorrect blockchain network or chain, or otherwise submits inaccurate, incomplete, unintended, or erroneous instructions, Customer is solely responsible for any Losses, including without limitation if Stablecoins are lost, sent to an unintended recipient, sent in incorrect amounts, exchanged for incorrect digital assets, or become irretrievable as a result. Provider’s records of Transactions, balances, and Fees are conclusive absent manifest error. Customer will review the transaction history made available through the Platform or API and promptly notify Provider of any discrepancy.
4.5 Blockchain Transactions. Customer acknowledges that during the processing of a Transaction, Stablecoins may be in transit between wallets, blockchain networks, custodial accounts, or issuers, and that Provider is not liable for any loss, delay, or diminution in value of Stablecoins while in transit due to causes outside Provider’s reasonable control, including blockchain network failures, issuer delays, smart contract errors, or Third Party Provider processing delays.
4.6 Conduct. In connection with the Services, Customer will: (a) comply with all Applicable Law; (b) at Provider’s request, cooperate with any request, audit, examination, review, or investigation by any governmental authority or the Third Party Provider, including any requests for information regarding Customer or Customer’s Transactions; and (c) provide Provider with such cooperation, assistance, and information as Provider may reasonably request to enable Provider to perform its obligations under these Terms.
4.7 Customer Responsibility. As between Provider and Customer, Customer is solely responsible for its use of the Services, including all Transactions and any related Losses arising from such use. Customer is solely responsible for ensuring that the Services and any results of the Services are adequate for Customer’s own purposes, including any of its accounting, record retention, financial reporting, and compliance obligations. To the extent Customer intends to provide or otherwise make accessible any Customer Data that constitutes Personal Information and Applicable Law requires additional terms governing the processing of such Customer Data, Customer will provide prior written notice to Provider.
4.8 Customer’s Users. Customer is solely responsible for its relationships with its own customers, counterparties, and end users (“Customer’s Users”), including all disclosures, agreements, and consumer protection, licensing, and other requirements under Applicable Law that apply to Customer’s dealings with them. Customer’s Users are not third-party beneficiaries of these Terms and have no rights against Provider. Unless otherwise agreed in an Order Form or Service-Specific Supplement, Customer will not represent to Customer’s Users that Provider provides any service to them, and Customer, not Provider, is the provider of any service to Customer’s Users.
5. Custody; Security
5.1 Custody Arrangements. Provider may, in its sole discretion, select, appoint, replace, change or combine one or more Custodians, custody, account tracking and recordkeeping methods from time to time, without notice to or consent from Customer. A Custodian may be a third party, Provider or an Affiliate of Provider. Unless otherwise specified in an Order Form or Service-Specific Supplement (including where Provider acts as principal with respect to a Transaction), and subject to any Third Party Agreement in the event a Third Party Provider is acting as Custodian, (a) wallets holding Customer’s Stablecoins in connection with the Platform and Services will be titled in the name of Provider or the applicable Custodian, in each case for the benefit of customers, or as otherwise may be specified in an Order Form and (b) Stablecoins and fiat balances held for Customer in connection with the Services remain the property of Customer or its customers, are not commingled with the corporate or proprietary assets of Provider or any Affiliate, and are not used, pledged, lent, rehypothecated or encumbered for the account of Provider or any Affiliate.
5.2 Nature of the Relationship. If Provider or its Affiliates holds custody of Customer’s funds, that does not make Provider or any Affiliate a bank, trust company, qualified custodian, or fiduciary of Customer, and does not create a debtor-creditor relationship. Where Provider acts as Customer's agent, it does so solely for the limited purposes expressly stated in these Terms, an Order Form or an applicable Service-Specific Supplement, and neither Provider nor any Affiliate owes Customer any duty beyond those expressly stated in these Terms, an Order Form or an applicable Service-Specific Supplement.
5.3 No Insurance. Except to the extent an unaffiliated Custodian separately provides insurance coverage under its own agreement with Customer or Applicable Law requires a surety bond or similar protection for the benefit of customers of a licensed money transmitter, no private or governmental insurance, bond, guarantee or similar protection applies to Stablecoins held in connection with the Platform or Services.
5.4 Security. Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data and Transaction Data in its possession against unauthorized access, loss, or alteration. Customer acknowledges and agrees that no security measures are perfect, and Provider does not guarantee that its safeguards will prevent compromise to Customer Data or Transaction Data.
6. Representations and Warranties
6.1 Mutual Representations and Warranties. Each party represents and warrants, on an ongoing basis throughout the term of the applicable Order Form, that:
a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has the legal authority and capacity to enter into these Terms and to perform its obligations hereunder without violating any other agreements or arrangements it has with any other person.
b) It has obtained and will maintain any and all rights, licenses, authorizations, registrations, and consents to enter into and perform its obligations under these Terms and to conduct its business.
c) The execution, delivery, and performance of these Terms are within its corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action.
d) It will perform all of its obligations, exercise all of its rights, and conduct its business under these Terms in compliance with all Applicable Laws.
6.2 Customer Representations and Warranties. Customer represents and warrants to Provider, on an ongoing basis throughout the term of the applicable Order Form, that:
a) Customer’s and Customer’s Authorized Users’ use of the Platform and Services does not violate any Applicable Law or any agreement to which Customer or any Authorized User is subject.
b) All Stablecoins submitted by Customer, its customers or representatives to the Platform are lawfully obtained and are not derived from or associated with any unlawful activity, including money laundering, fraud, terrorist financing, sanctions evasion, or any other prohibited activity.
c) Neither Customer, nor any person or entity that owns or controls Customer, is: (i) listed on any U.S. sanctions list, including the OFAC Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists; (ii) located in, organized under the laws of, or a resident of any country, region, or territory that is the subject of comprehensive U.S. sanctions; or (iii) otherwise a prohibited person under any applicable sanctions program.
d) Customer has disclosed to Provider in writing whether it uses, or intends to use, the Platform or Services on behalf of or for the benefit of Customer’s Users and, if so, Customer maintains and enforces a compliance program, including know-your-customer, anti-money laundering, and sanctions screening procedures, reasonably designed to comply with Applicable Law with respect to Customer’s Users and their transactions. Except as so disclosed, Customer is not acting on behalf of any third party.
e) Customer will not use the Platform or Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, or any other prohibited activity.
f) Customer will comply with all applicable U.S. and foreign export and import laws in connection with its use of the Platform or Services, and will not provide access to the Platform or Services to any person or entity in an embargoed country or on any applicable restricted party list. Customer will not make use of any technology or mechanism, such as a virtual private network, to circumvent or attempt to circumvent the restrictions set forth herein.
g) Customer will not make any false or misleading representations regarding Provider, its Affiliates, the Platform or the Services, or any statements, representations, or warranties that are inconsistent with materials provided by Provider or its Affiliates.
h) To the extent Customer Data includes “personal information,” “personal data” or equivalent term as defined under Applicable Law (collectively, “Personal Information”), Customer has provided all required notices and obtained all required consents for Provider or its Affiliates to process such Customer Data to perform its obligations and exercise its rights under these Terms.
7. Fees and Payment
7.1 Fees and Payment Terms. Customer agrees to pay all Fees. The applicable Order Form sets forth the pricing structure for the Services and any Committed Pricing for a stated term; the Fees applicable to a particular Transaction are communicated as described in Section 7.2. Unless the applicable Order Form specifies otherwise, all invoiced Fees are due within thirty (30) days of invoice. Late payments bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer must notify Provider in writing of any good-faith dispute regarding an invoice within seven (7) days of the invoice date and must timely pay all undisputed amounts; any amount not disputed within that period is deemed accepted. Provider reserves the right to suspend access to the Platform and the Services if Customer does not pay Fees when due. Customer will pay all Fees in full, without setoff, deduction, or counterclaim of any kind.
7.2 Transaction Pricing. Before Customer submits a Transaction, Provider communicates the Fees and rates that apply to it, including any foreign exchange rate and related fees applicable to a conversion into fiat currency, through the Platform user interface or the applicable API pricing endpoint (“Transaction Pricing”). Transaction Pricing is valid only during the applicable quote window, and a Transaction submitted after that window expires is subject to the Transaction Pricing then in effect. Where an Order Form expressly fixes a Fee or rate for a type of Transaction for a stated term (“Committed Pricing”), and the Transaction Pricing for a Transaction of that type exceeds the Committed Pricing, the Committed Pricing controls for that Transaction; in every other case, including where the Transaction Pricing is equal to or lower than the Committed Pricing, the Transaction Pricing controls. Any foreign exchange rate communicated to Customer is an all-in rate and may include a spread or margin retained by Provider, by the Third Party Provider performing the conversion, or by both. Provider may modify Transaction Pricing at any time by communicating updated pricing through the Platform or API or by written notice (including email) to Customer, subject to any Committed Pricing then in effect, and Customer’s submission of a Transaction after that communication constitutes acceptance of the Transaction Pricing for that Transaction.
7.3 Fee Collection. Provider will collect Fees by invoice, by deducting Fees from the principal amount of a Transaction or from the proceeds delivered to Customer or its designee, or by a combination of those methods, as specified in the applicable Order Form or otherwise agreed by the parties in writing (including by email). Customer authorizes Provider to deduct Fees from Transaction principal or proceeds where that method applies. Fees may be denominated and paid in U.S. dollars or in Stablecoins, as specified in the Order Form or otherwise agreed in writing.
7.4 Taxes. All Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes arising from these Terms, excluding taxes based on Provider’s net income.
7.5 Blockchain and Third-Party Costs. Customer is responsible for all blockchain network fees (including gas fees), Third Party Provider fees, and any other third-party costs incurred in connection with Customer’s Transactions. If Provider or its Affiliates advance or incur any such costs on Customer’s behalf, Customer agrees to reimburse Provider or any such Affiliate for such amounts.
7.6 No Refunds. All Fees are non-refundable except as expressly provided in these Terms or an Order Form.
8. Intellectual Property
8.1 Ownership. Neither party grants the other any rights or licenses not expressly set out in these Terms. Except for the license granted to Customer under Section 3.1, as between the parties hereto, Provider, its Affiliates and its or their respective licensors retain all intellectual property and other rights in the Platform, Services, Derived Data, and all related technology, software, algorithms, documentation, templates, dashboards, and trademarks and all modifications, enhancements, improvements, updates, and derivative works of any of the foregoing, whether developed before or after the Effective Date (“Provider IP”).
8.2 Restrictions. Customer may not and may not permit anyone else to (and, for purposes of this section, each reference to the Platform includes the Services, Platform or Provider documentation, and any other Provider IP): (a) reverse engineer, decompile, or disassemble the Platform; (b) copy, modify, or create derivative works of the Platform; (c) sublicense, resell, or distribute access to the Platform; (d) use the Platform for benchmarking, competitive analysis, or to develop a similar or competing product or service; (e) attempt to circumvent any security measures or access controls; (f) use the Platform to develop or train any machine learning model or artificial intelligence system; (g) use the Platform in any manner that could damage, disable, or impair it; or (h) use any unauthorized automated means (including spiders, robots, scrapers, or data mining tools) to access the Platform.
8.3 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Platform or Services (“Feedback”), Provider and its Affiliates may use that Feedback freely without restriction or obligation to Customer and Customer hereby grants Provider and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and sublicensable license to use, reproduce, modify, and incorporate the Feedback for any purpose, including to develop and improve the Platform, Services, and Provider IP.
8.4 Customer Data. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Provider and its Affiliates a non-exclusive, worldwide license to use, store, and otherwise process Customer Data to provide the Platform and Services, with the right to sublicense to Provider’s Affiliates, subcontractors, and Third Party Providers solely to support the Platform and Services, perform its obligations under the Terms and exercise its rights under the Terms.
9. Confidentiality
9.1 Confidential Information. “Confidential Information” means information disclosed to the receiving party under these Terms that is designated by the disclosing party as proprietary or confidential, or that should reasonably be understood to be proprietary or confidential due to its nature and the circumstances of its disclosure, including any technical or performance information about the Platform or Services. Confidential Information includes these Terms (including any Order Form). Customer’s Confidential Information includes Customer Data.
9.2 Obligations. The receiving party will: (a) hold Confidential Information in confidence, using at least reasonable care, and not disclose it to third parties except as permitted in these Terms; and (b) only use Confidential Information to fulfill its obligations and exercise its rights under these Terms. The receiving party may disclose Confidential Information to its employees, agents, consultants, and professional advisors having a legitimate need to know, provided the receiving party remains responsible for their compliance with this Section 9 and they are bound to confidentiality obligations no less protective than this Section 9. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 9.
9.3 Exclusions. Confidential Information does not include information that the receiving party can document: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known or possessed prior to receipt under these Terms; (c) was rightfully received from a third party without breach of confidentiality obligations; or (d) was independently developed without use of or reference to the disclosing party’s Confidential Information.
9.4 Required Disclosures. Nothing in these Terms prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Applicable Law, subpoena, or court order, provided (if permitted by law) the disclosing party notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
9.5 Duration. The obligations under this Section 9 survive for three (3) years after termination of these Terms, except with respect to trade secrets, which are protected for so long as they remain trade secrets under Applicable Law.
10. Disclaimers
10.1 As-Is. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY OR GUARANTEE ABOUT THE PLATFORM, THE SERVICES, OR ANY BLOCKCHAIN PROTOCOL, ISSUER’S TECHNOLOGY, OR THIRD PARTY PROVIDER’S PLATFORM (INCLUDING THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY). EXCEPT AS REQUIRED BY APPLICABLE LAW, PROVIDER DOES NOT HOLD ITSELF OUT AS PROVIDING ANY FIDUCIARY DUTIES TO CUSTOMER OR ANY THIRD PARTY.
10.2 No Guarantees. WITHOUT LIMITING THE FOREGOING, PROVIDER AND ITS AFFILIATES DO NOT WARRANT THAT: (A) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; (B) ANY TRANSACTION WILL SETTLE WITHIN A PARTICULAR TIMEFRAME; (C) THE VALUE OR STABILITY OF ANY STABLECOIN WILL BE MAINTAINED; (D) THE PLATFORM OR ANY SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR BLOCKCHAIN NETWORK, PROTOCOL, OR THIRD-PARTY SERVICE; OR (E) PROVIDER OR ITS AFFILIATES, OR ANY THIRD PARTY PROVIDER, WILL REVIEW CUSTOMER DATA OR TRANSACTION DATA FOR ACCURACY OR MAINTAIN SUCH DATA WITHOUT LOSS.
10.3 Stablecoin and Blockchain Risks. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) IT IS ELECTING TO ASSUME THE RISK OF LOSS IN HOLDING AND USING STABLECOINS, WHICH RISK CAN BE SUBSTANTIAL; (B) CUSTOMER HAS MADE ITS OWN SUITABILITY DETERMINATIONS AS TO ENTERING INTO THESE TERMS AND USING THE SERVICES; (C) NONE OF PROVIDER OR ITS AFFILIATES MAKE ANY WARRANTY OR GUARANTEE ABOUT ANY STABLECOINS OR ANY PROTOCOLS, BLOCKCHAINS, OR ISSUER PLATFORMS USED IN CONNECTION WITH THE SERVICES, WHICH MAY BE SUBJECT TO CHANGE IN WAYS THAT AFFECT CUSTOMER OR TRANSACTIONS; AND (D) STABLECOINS MAY LOSE THEIR PEG, BECOME ILLIQUID, BE SUBJECT TO ISSUER DEFAULT OR REGULATORY ACTION, OR OTHERWISE LOSE VALUE, AND NONE OF PROVIDER OR ITS AFFILIATES HAS NO LIABILITY FOR ANY SUCH EVENTS.
10.4 In-Transit Risk. CUSTOMER ACKNOWLEDGES THAT DURING THE PROCESSING OF TRANSACTIONS, STABLECOINS MAY BE IN TRANSIT BETWEEN WALLETS, BLOCKCHAIN NETWORKS, CUSTODIAL ACCOUNTS, OR ISSUERS. NONE OF PROVIDER OR ITS AFFILIATES IS LIABLE FOR ANY LOSS, DELAY, OR DIMINUTION IN VALUE OF STABLECOINS WHILE IN TRANSIT DUE TO BLOCKCHAIN NETWORK FAILURES OR CONGESTION, SMART CONTRACT ERRORS OR VULNERABILITIES, ISSUER DELAYS OR DEFAULTS, THIRD PARTY PROVIDER PROCESSING DELAYS, PROTOCOL CHANGES OR FORKS, OR ANY OTHER CAUSE OUTSIDE OF PROVIDER’S REASONABLE CONTROL.
10.5 Third-Party Acts. NONE OF PROVIDER OR ITS AFFILIATES IS RESPONSIBLE FOR AND MAKES NO REPRESENTATIONS REGARDING THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER, ANY STABLECOIN ISSUER, ANY BLOCKCHAIN NETWORK, OR ANY OTHER THIRD PARTY. CUSTOMER’S USE OF SERVICES PROVIDED BY THIRD PARTY PROVIDER IS GOVERNED SOLELY BY THE THIRD PARTY AGREEMENTS. PROVIDER IS NOT LIABLE FOR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF TRANSACTIONS PROVIDED OR INITIATED BY OR ON BEHALF OF CUSTOMER THROUGH THE SERVICES, NOR FOR ANY ACTION OR INACTION TAKEN BY CUSTOMER BASED ON THE STATUS OF TRANSACTIONS INDICATED IN THE SERVICES.
11. Limitation of Liability
11.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY OR ITS AFFILIATES WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, FAILURE OF SECURITY MECHANISMS, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. EXCEPT AS SET FORTH IN SECTION 11.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Carve-Outs. The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer’s indemnification obligations under Section 12; (b) Customer’s breach of Section 9 (Confidentiality); (c) Fees owed by Customer; or (d) either party’s fraud, gross negligence, or willful misconduct. Gross negligence, where specified in these Terms, will have the meaning generally applied to it by the laws of the State of New York. The limitations, exclusions, and disclaimers in this Section 11 apply to, and may be invoked by, Provider and its Affiliates, suppliers, and Third Party Providers, each of which is an intended third-party beneficiary of this Section 11.
11.4 No Liability for Stablecoin Losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND FOR THE AVOIDANCE OF DOUBT, NEITHER PROVIDER NOR ANY OF ITS AFFILIATES WILL HAVE LIABILITY WHATSOEVER FOR ANY LOSS OF STABLECOINS, OTHER DIGITAL ASSETS, OR FIAT BALANCES HELD IN CONNECTION WITH THE SERVICES (INCLUDING WHERE HELD BY PROVIDER OR ANY OF ITS AFFILIATES AS CUSTOMER’S AGENT), INCLUDING LOSSES ARISING FROM: (A) ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER; (B) BLOCKCHAIN NETWORK FAILURES, DELAYS, FORKS, OR CONSENSUS CHANGES; (C) ACTIONS, FAILURES, OR DEFAULTS OF ANY STABLECOIN ISSUER; (D) LOSS OF PEG, DEVALUATION, OR ILLIQUIDITY OF ANY STABLECOIN; (E) LOSS, DELAY, OR DIMINUTION IN VALUE WHILE STABLECOINS ARE IN TRANSIT DURING TRANSACTION PROCESSING; (F) REJECTION, BLOCKING, OR REVERSAL OF ANY TRANSACTION BY THE THIRD PARTY PROVIDER; (G) ANY FORCE MAJEURE EVENT; OR (H) THE ACTS, OMISSIONS, INSOLVENCY, OR FAILURE OF ANY BANK, CUSTODIAN, OR OTHER FINANCIAL INSTITUTION AT WHICH PROVIDER, ANY OF ITS AFFILIATES OR ANY THIRD PARTY PROVIDER HOLDS STABLECOINS OR FIAT BALANCES, INCLUDING IN ANY FOR-BENEFIT-OF OR OMNIBUS ACCOUNT.
11.5 Basis of the Bargain. THE LIMITATIONS IN THIS SECTION 11 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. IF THE LIABILITY CAP IN THIS SECTION 11 IS HELD UNENFORCEABLE AS TO ANY CLAIM, EACH PARTY’S LIABILITY FOR THAT CLAIM WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification
12.1 By Customer. Customer will defend, indemnify, and hold harmless Provider, its Affiliates, and their respective stockholders, directors, officers, employees, agents, and representatives (collectively, “Provider Indemnitees”) from and against any Losses resulting from any third-party claim arising out of or related to: (a) Customer’s breach of these Terms, including any representation or warranty in Section 6; (b) Customer’s violation of Applicable Law; (c) Customer’s Transactions or use of the Services; (d) any dispute between Customer and its own customers, counterparties, or end users; or (e) Customer’s fraud, gross negligence, or willful misconduct; provided, in each case, that Customer will not be required to defend, indemnify and hold harmless any Provider Indemnitee in the event of fraud, gross negligence or willful misconduct on the part of such Provider Indemnitee.
12.2 IP Indemnification by Provider. Provider will defend, indemnify, and hold harmless Customer from and against any third-party claim (and resulting damages, settlement amounts, liabilities, and costs, including reasonable attorneys’ fees) alleging that the Platform or Services, when used by Customer as authorized under these Terms, infringes a third party’s U.S. patent, copyright, trademark, or trade secret. Provider’s obligations under this Section 12.2 do not apply to infringement resulting from: (a) Customer’s modification of the Platform or use of the Platform or Services in combination with items not provided by Provider; (b) unauthorized use of the Platform or Services; (c) Customer’s settlement of or admissions regarding a claim without Provider’s prior consent and (d) Customer Data or any content, data, or materials provided by or on behalf of Customer. If required by settlement or injunction, Provider or its Affiliates may: (A) procure rights for Customer’s continued use; (B) replace or modify the infringing portion to avoid infringement without materially reducing functionality; or (C) terminate the affected Order Form and refund any pre-paid, unused Fees. This Section 12.2 is Customer’s exclusive remedy regarding infringement of third-party intellectual property rights.
12.3 Procedures. The indemnifying party’s obligations are subject to receiving: (a) prompt written notice of any claim (provided that failure to provide prompt notice does not relieve the indemnifying party except to the extent materially prejudiced); (b) sole control of the defense and settlement; and (c) reasonable cooperation at the indemnifying party’s expense. Neither party may settle any claim in a manner that imposes obligations on, or admits fault by, the other party without the other party’s prior written consent.
13. Term and Termination
13.1 Term. These Terms are effective as of the Effective Date and remain in effect for so long as Customer has an Order Form in effect (the “Term”).
13.2 Termination for Convenience. If the applicable Order Form specifies a fixed Initial Term or Renewal Term, neither party may terminate such Order Form for convenience during the applicable fixed term. If the applicable Order Form does not specify a fixed term or such fixed term has expired, either party may terminate these Terms and any such Order Form upon thirty (30) days’ prior written notice to the other party. If Provider terminates these Terms or any Order Form for convenience, Provider will refund to Customer, on a pro-rata basis, any Fees prepaid by Customer for the period after the effective date of termination.
13.3 Termination for Cause. Either party may terminate an Order Form immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days after written notice of the breach (or, in the case of a failure to pay any undisputed Fees when due, within ten (10) days after written notice); (b) ceases, or threatens to cease, to carry on all or a substantial part of its business; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against it and not dismissed within sixty (60) days.
13.4 Suspension and Immediate Termination. Provider may suspend or terminate Customer’s access to the Services or terminate these Terms or any Order Form, immediately and without prior notice, if Provider reasonably determines that: (a) Customer has violated any Applicable Law or any representation or warranty under Section 6; (b) Customer’s account or Transactions pose a risk of fraud, money laundering, sanctions violation, or other illicit activity; (c) suspension or termination is required by any governmental authority, Third Party Provider, or any Stablecoin issuer; (d) continued service could reasonably be expected to expose Provider, its Affiliates, any Third Party Provider, or any Stablecoin issuer to material legal, regulatory, reputational, or financial risk; or (e) suspension or termination is advisable in accordance with Provider’s or its Affiliate’s written, documented risk management and other compliance policies.
13.5 Wind Down. If either party terminates an Order Form, both parties agree to work in good faith and use commercially reasonable efforts to promptly facilitate an orderly wind down, including facilitating the withdrawal or transfer of Customer’s remaining Stablecoins through any Third Party Provider, subject to Third Party Provider’s policies, the applicable Third Party Agreements, and Applicable Law.
13.6 Effect of Termination. On termination of these Terms: (a) Customer’s access to the Platform or Services ceases; (b) Customer must pay all outstanding Fees; (c) at the disclosing party’s request, the receiving party will delete the disclosing party’s Confidential Information, except that each party may retain Confidential Information in standard backups, for record retention purposes, or as required by Applicable Law, and any retained Confidential Information remains subject to these Terms. Pending Transactions at the time of termination may be completed or cancelled at Provider’s reasonable discretion. Provider will have no liability for any termination or suspension made in accordance with this Section 13.
13.7 Survival. Sections 2, 3.6, and 7-15 of these Terms survive termination of these Terms.
14. Dispute Resolution
14.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles and without regard to the United Nations Convention on the International Sale of Goods.
14.2 Executive Escalation. The parties will use reasonable efforts to negotiate in good faith and settle any dispute arising under or in connection with these Terms, any Order Form or related agreement (a “Dispute”). If a Dispute cannot be settled through negotiations by appropriate representatives of each party, either party may give the other a written notice (a “Dispute Notice”). Within seven (7) days of the Dispute Notice, the parties will each refer the Dispute to their designated senior representatives who will meet to attempt to resolve the Dispute. If the Dispute is not resolved in writing within thirty (30) days of the Dispute Notice, it may be resolved in accordance with Section 14.3.
14.3 Arbitration. Any Dispute that cannot be settled under Section 14.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section 14.3. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator’s decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will issue a reasoned opinion. The arbitrator has no authority to add to, modify, or disregard any provision of these Terms. All arbitration proceedings, including the existence of the Dispute and any award, are Confidential Information under these Terms. The fees and costs of the arbitrator and other costs of conducting the arbitration will be borne by the parties equally, except that each party bears the costs of its own witnesses and legal representation. The arbitrator has no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, subject to Section 11. Notwithstanding the foregoing, this section is subject to the class action waiver in these Terms and does not limit either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction as provided in these Terms.
14.4 Attorneys’ Fees. The prevailing party in any action to enforce these Terms will be entitled to recover its reasonable attorneys’ fees and costs.
14.5 Jury Waiver. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS.
14.6 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
14.7 Equitable Relief. Nothing in this Section 14 limits either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect its intellectual property or Confidential Information, without waiving its right to arbitration.
15. General
15.1 Notices. Except as otherwise set out in these Terms, all notices must be in writing and are deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by commercial overnight delivery service; or (d) upon delivery, if by email. Notices to Provider must be sent to: legal@bettermoney.com or to Provider at 200 Pemberwick Road, Suite 210, Greenwich, CT 06831. Either party may update its address with prior written notice to the other party.
15.2 Assignment. Customer may not assign or transfer these Terms or any Order Form without Provider’s prior written consent. Any attempt to assign without consent is null and void. Provider may assign these Terms without Customer’s consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. These Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
15.3 Force Majeure. Neither party is liable for failure or delay in performing obligations (other than payment) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, sanctions, blockchain network failures or disruptions, smart contract vulnerabilities, Stablecoin issuer actions or defaults, Internet or utility failures, or disruptions to digital asset markets or protocols.
15.4 Entire Agreement. These Terms, together with all Order Forms, any applicable Service-Specific Supplement, and any additional terms accepted by Customer, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and representations. Headings are for convenience only, and “including” and similar terms are to be construed without limitation. Any overview, description of the Services, pricing illustration, marketing statement, or other descriptive text in an Order Form, on Provider’s website, or in Provider’s materials describes the Services generally, does not create any representation, warranty, or guarantee, and does not override the disclaimers and limitations in these Terms.
15.5 Amendments. Provider may amend these Terms by providing Customer at least thirty (30) days’ prior written notice, such as by notifying Customer of such amendments by email. Unless Customer terminates these Terms prior to the effective date of any such amendment, the amendment will become effective and binding on Customer. If Customer does not agree to updated Terms, Customer must stop using the Services before the effective date of such amendments.
15.6 Severability. If any provision of these Terms is held invalid or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remains in effect.
15.7 Waiver. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct.
15.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
15.9 Third-Party Beneficiaries. Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.
15.10 Publicity. Neither party may use the other party’s name, logo, or trademarks in any public announcement or marketing material without prior written consent, except that Provider or its Affiliates may identify Customer as a customer in confidential investor or financing materials.
15.11 Subcontractors. Provider may use subcontractors to fulfill its obligations and exercise its rights, but remains responsible for their compliance with these Terms.
15.12 Prevailing Language. If these Terms are translated into any language other than English, the English version controls.
15.13 Electronic Communications. Communications between Customer and Provider may take place via electronic means, whether Provider posts notices on the Platform or communicates with Customer via email. For contractual purposes, Customer (i) consents to receive communications from Provider or its Affiliates in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Provider or its Affiliates electronically provide to Customer satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights under the laws of Customer’s jurisdiction, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.