Terms of Use

USDV Token Terms and Conditions

Last revised on 24 October 2023

These USDV Token Terms and Conditions (these “USDV Token Terms”) form a legal agreement between Verified USD Company Limited (“Token Issuer,” “we,” “us” or “our”) and you, whether personally or on behalf of an entity (“you” and “your”), as a user of the USDV Token Services (defined below). These USDV Token Terms state the terms and conditions that apply to your use of the USDV Token Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

By obtaining, transacting with or otherwise using the USDV cryptographic token (the “USDV Token”), accessing the [https://usdv.money] website, along with our related websites, hosted applications, mobile or other downloadable applications, as well as any other technology or services provided by us (collectively, the “USDV Token Services”), you agree to be bound by these USDV Token Terms, and acknowledge that you have reviewed and understand each of the disclosures made herein. Please read these USDV Token Terms carefully before obtaining or using USDV Token Services to understand your rights, obligations and restrictions. If you do not agree to, or accept, these USDV Token Terms (or any amendments thereto), you must immediately discontinue any access to, and use of, the USDV Token Services.

PLEASE BE AWARE THAT SECTION 10 (DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE) GOVERNS THE RESOLUTION OF DISPUTES BETWEEN YOU AND TOKEN ISSUER. SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.

THESE USDV TOKEN TERMS MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12.1.

Eligibility

To be eligible to access and use the USDV Token Services, you must satisfy each of the following eligibility requirements:
1. You are at least eighteen (18) years of age, or are the legal age for entering legally binding agreements under applicable law.
2. You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria (each, a “Restricted Person”).
3. You are not holding, transacting with or otherwise using the USDV Token Services on behalf of a Restricted Person.
4. You are not a citizen or resident of any jurisdiction in which offers and sales of the USDV Token are not authorized. For a full list of non-authorized jurisdictions, please visit

USDV Token Specifications

The USDV Token is an omni-chain stablecoin that is pegged 1:1 to one (1) U.S. dollar and backed by reserves of the Short-term Treasury Bill Token (the “STBT Token”). The STBT Token is an ERC-1400 cryptographic token issued by Prometheus Solutions Ltd that operates on the Ethereum blockchain and is fully collateralized by U.S. treasuries and reverse repurchase agreements. For more information about the STBT Token, please review the STBT Token Terms and Conditions available here [https://matrixdock.gitbook.io/matrixdock-docs/v/english/docs/legal].
The USDV Token is issued by Token Issuer and is supported on the networks listed here [https://docs.usdv.money/docs/contracts/deployments] (the “Supported Networks”). Certain persons, known as “nodes” are able to generate or “mint” new units of the USDV Token by purchasing USDV Tokens from Token Issuer by transferring a corresponding amount of STBT Tokens as consideration on a 1:1 basis into the smart contracts (the “Protocol”) deployed, held and controlled by the Token Issuer and such purchased USDV Tokens will be programmatically “colored” by the Protocol as described in Section 2.3.
The USDV Tokens are not purchasable or in any way redeemable for U.S. dollars or STBT Tokens with Token Issuer. Only persons that are whitelisted as a node are eligible to purchase units of USDV Tokens in exchange for units of STBT Token on a 1:1 basis pursuant to a purchase and sale with Token Issuer via the Protocol. If you are not whitelisted as a node, you will not be able to purchase or sell USDV Tokens in exchange for STBT Tokens through the Protocol or otherwise with Token Issuer. If you are not whitelisted as a node and wish to exchange your USDV Tokens for another type of crypto asset or fiat currency, or wish to purchase USDV Tokens or STBT Tokens, you will need to do so on a third-party trading venue or over-the-counter.
Each USDV Token has embedded metadata identifying the USDV Token as having been minted by a particular node so that it is possible to determine the percentage of USDV Tokens minted by any one node relative to the total amount of USDV Tokens in circulation at any given time. Nodes are eligible to earn a network participation reward of an amount of STBT Tokens based upon the amount of USDV Tokens minted by the node that remain in circulation.

Supported Networks

The USDV Token is available for use on multiple Supported Networks. Token Issuer does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with respect to any Supported Network. Any such attacks or delays on any Supported Network might materially delay or prevent you from sending or receiving the USDV Token, and Token Issuer shall bear no responsibility for any losses that result from such issues.
In certain instances, including, but not limited to, in the event of a copy or fork of a Supported Network or the identification of a vulnerability of a Supported Network, Token Issuer may be forced to suspend all activities relating to the USDV Token Services by modifying the Protocol or taking other security measures for a certain period of time. This may result affect your ability to obtain or use the USDV Token Services.
Upon Token Issuer’s request, and to the extent necessary as determined by Token Issuer in its sole discretion, you agree to take any and all actions reasonably necessary to effectuate the migration of the USDV Token to another network or protocol. If you fail to effectuate such migration, your USDV Tokens may not be compatible going forward. Token Issuer 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 assist in the migration of the USDV Token to another network.

Network Fees; Taxes

You are solely responsible for the payment of any and all fees associated with your use of the USDV Token Services, including, but not limited to, any transaction fees or “gas” imposed by any Supported Network in which you obtain or use the USDV Token Services.
You are also solely responsible for the reporting and payment of any and all taxes, levies, imposts, duties, charges, assessments or fees of any nature imposed by any tax authority with respect to your use of the USDV Token Services.

Risks; Disclaimers

You acknowledge that while the USDV Token is intended to serve as a convenient omni-chain stablecoin in the crypto asset ecosystem, the USDV Token Services incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the USDV Token Services could fail in an unexpected way, resulting in the total and absolute loss of your USDV Tokens or the underlying STBT Tokens. You hereby agree that you assume all risks in connection with your use of the USDV Token Services and expressly waive and release the Token Issuer from any and all liability, claims, causes of actions or damages arising out of or in any way relating to you obtaining or using the USDV Token Services.
You understand accept the risk of operational challenges related to the USDV Token Services and any Supported Networks. For example, the Protocol or a Supported Network may experience cyber-attacks, unexpected surges in transaction volume or activity or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the USDV Token Services. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. You agree not to hold Token Issuer accountable for any related losses.
Token Issuer makes no representations or warranties with regard to the stable price or 1:1 peg of the USDV Token. Token Issuer shall not be liable to you for any loss of the USDV Token, any loss in value or “depegging” of the USDV Token. Any presumption of conversion under applicable law shall not be applicable to a loss of the USDV Token. For the avoidance of doubt, Token Issuer does not guarantee that the value of one (1) USDV Token will always equal one U.S. dollar ($1.00). There are numerous factors that could result in the value of the USDV Token to fluctuate above or below one U.S. dollar ($1.00). Token Issuer cannot control how third parties quote or value the USDV Token, and Token Issuer is not responsible for any losses, damages or other issues that may result from fluctuations in the value of the USDV Token.
Certain third parties may elect to support the USDV Token on their platforms (e.g., crypto asset trading platforms). The availability of the USDV Token on any such third-party platform does not constitute or imply any form of endorsement or approval by Token Issuer of any such third-party platform or that such third-party services are valid, legal, stable or otherwise appropriate for your use. Your use of any such third-party platform or service is subject to such third party’s terms of use. Token Issuer is not responsible for any losses, damages or other issues you might encounter using the USDV Token on third-party platforms.
Transactions in the USDV Token are irreversible. Once the USDV Tokens are sent, you accept the risk that you may lose access to, and any claim on, those USDV Tokens indefinitely or permanently. You acknowledge and agree that you are responsible for any losses that may be incurred as a result of sending the USDV Tokens to an incorrect wallet address.
The regulatory status of the USDV Token is unclear, uncertain and unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the USDV Token. As a result, you understand and agree that it is not possible to determine whether the USDV Token or a transfer of the USDV Token would be recognized under applicable law or by any court or regulatory agency.
You acknowledge and understand that the USDV Token is not subject to any type of deposit insurance protection.

Compliance with Law and Prohibited Activities

You acknowledge and agree that you are responsible for complying with applicable laws, rules and regulations. Token Issuer is not responsible for determining whether or which laws may apply to you or your transactions in the USDV Token.
You agree that you will not use the USDV Token Services to engage in or facilitate any activity that would violate, or assist in the violation of, any law, statute, ordinance, regulation or sanctions programs administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control, or which would involve proceeds of any unlawful activity. You also agree not to attempt to gain unauthorized access to the Protocol or software code of any Supported Networks, attempt to defraud (or assist in the defrauding of) other users of the USDV Token Services, take any action that interferes with, intercepts, or expropriates any system, data or information that could have a material adverse effect on the USDV Token Services or otherwise engage in any other nefarious activities that could reasonably be likely to have a material adverse effect on the USDV Token Services.

Term; Termination

These USDV Token Terms are effective beginning when you accept these USDV Token Terms or first access, transact with or otherwise use the USDV Token Services and ending when terminated as set forth in Section 7.2.
Your right to use and access the USDV Token Services will automatically terminate in the event you breach these USDV Token Terms. Termination will be effective without notice.
Upon termination of these USDV Token Terms, you must immediately cease all use of the USDV Token Services.

Disclaimer of Warranties and Limitations of Liability

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE USDV TOKEN SERVICES EXIST ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND TOKEN ISSUER DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO SUCH “AS-IS” AND “AS AVAILABLE” BASIS OR OTHERWISE IN CONNECTION WITH THESE USDV TOKEN TERMS (EXCEPT AS EXPRESSLY PROVIDED HEREIN) AND TOKEN ISSUER HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT TOKEN ISSUER MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION SHALL BE APPLIED TO THE MINIMUM EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.
TOKEN ISSUER DOES NOT ENDORSE, RECOMMEND OR MAKE ANY WARRANTIES AS TO THE USE OF THE USDV TOKEN ON ANY THIRD-PARTY PLATFORMS. TOKEN ISSUER DOES NOT WARRANT THAT THE USDV TOKEN SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR THAT THE USDV TOKEN SERVICES WILL OPERATE AS EXPECTED, THAT ANY SUPPORTED NETWORKS WILL OPERATE AS INTENDED, THAT YOUR USE OF THE USDV TOKEN SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE USDV TOKEN SERVICES, SUCH AS THOSE RELATED TO THE PROTOCOL OR OTHERWISE, WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT TOKEN ISSUER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE USDV TOKEN SERVICES OR THIRD PARTIES THAT SUPPORT THE USDV TOKEN AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT SHALL TOKEN ISSUER BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY TYPE OR NATURE HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO YOU OBTAINING THE USDV TOKEN OR OTHERWISE USING THE USDV TOKEN SERVICES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL THE TOKEN ISSUER’S AGGREGATE LIABILITY UNDER THESE USDV TOKEN TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00).
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 THE USDV TOKEN SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE USDV TOKEN SERVICES.

Indemnification

You agree, at your own expense, to indemnify, defend and hold harmless Token Issuer and its partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assigns against any claim, suit, action, or other proceeding from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with your breach of these USDV Token Terms, your violation of any law or regulation or your holding or use of the USDV Token. You agree to pay any and all costs, damages and expenses, including but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. Token Issuer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Token Issuer in asserting any available defense.
If you have a dispute with one or more users of the USDV Token Services or other third parties, you release Token Issuer (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.

Dispute Resolution; Agreement to Arbitrate

All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these USDV Token Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these USDV Token Terms, will be determined by binding arbitration in [Road Town, Tortola, British Virgin Islands], before a single arbitrator.
The arbitrator will apply the substantive law of the British Virgin Islands, excluding its conflict or choice of law rules.
Nothing in these USDV Token Terms will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least thirty (30) days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
Subject to Section 10.4, each party may commence arbitration by providing to the [BVI International Arbitration Centre (the “BVI IAC”) and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
Subject to the disclaimers and limitations of liability stated in these USDV Token Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the British Virgin Islands. In making a determination, the arbitrator will not have the authority to modify any term of these USDV Token Terms. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in [British Virgin Islands]. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
The party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing and the costs of the arbitration facility. In any arbitration arising out of or relating to these USDV Token Terms, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Token Issuer may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as applicable law otherwise requires. The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
In the case of a conflict between the provisions of this Section 10 and the rules of the BVI IAC, the provisions of this Section 10 shall prevail.
To the extent permitted by applicable law, any dispute arising out of or relating to these USDV Token Terms, whether in arbitration or in court, shall be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these USDV Token Terms or the rules of the BVI IAC, disputes regarding the interpretation, applicability or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these USDV Token Terms or any of the transactions contemplated between the parties.

Notices

Token Issuer may provide you with notice and other communications via electronic communications as permitted by Section 12.2. You may provide us with notice by sending an email address to [[email protected]]. All notices will be deemed effective upon dispatch.

General Provisions

Amendments. These USDV Token Terms may be modified or revised at any time, with or without prior notice to you. The most current version of these USDV Token Terms will be posted on [https://usdv.money/terms] (the “Website”) with the “Last Revised” date at the top. Any modifications or revisions will be effective immediately upon posting the modifications or revisions to the Website. You shall be responsible for reviewing and becoming familiar with any modifications or revisions. You waive any right you may have to receive specific notice of such modifications or revisions. Accessing or using the USDV Token Services constitutes your acceptance of these USDV Token Terms as modified or revised. If you do not agree to these USDV Token Terms then in effect, you must immediately discontinue access to, and use of, the USDV Token Services.
Electronic Communications. By accessing or using the USDV Token Services, you consent to receive electronic communications.
Waivers. For a waiver to be deemed effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of these USDV Token Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Cumulative Rights; Injunctions. The rights and remedies of the parties under USDV Token Terms are cumulative, and each party may exercise any of its rights and enforce any of its remedies under these USDV Token Terms, along with all other rights and remedies available to it at law, in equity or otherwise. Any material breach by a party of could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for any such breach.
Severability. If any provision of these USDV Token Terms is declared to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and the remainder of these provisions of these USDV Token Terms shall remain valid, legal and enforceable to the fullest extent permitted by law.
Force Majeure. Token Issuer 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 or blockchain network disturbances.
Successors and Assigns. You may not transfer or assign these USDV Token Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. Token Issuer reserves the right to freely transfer or assign these USDV Token Terms and the rights and obligations hereunder to any third party at any time without your consent and prior notice to you. If you object to any such transfer or assignment, you may stop using the USDV Token Services.
Relationship of the Parties. Nothing contained in these USDV Token Terms shall constitute you and Token Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by virtue of the relationship established by these USDV Token Terms.
Governing Law. These USDV Token Terms shall be solely and exclusively governed, construed and enforced in accordance with the laws of the British Virgin Islands without giving effect to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
Entire Agreement. These USDV Token Terms constitute the entire agreement and understanding between you and Token Issuer, and supersedes all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof.
Survival. All provisions of these USDV Token Terms which by their nature extend beyond the expiration or termination of these USDV Token Terms, including, without limitation, general use of the USDV Token Services, disputes and other similar provisions, shall survive the termination or expiration of these USDV Token Terms.
No Third-Party Beneficiaries. These USDV Token Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Token Issuer and other Token Issuer affiliates, which each shall be a third-party beneficiary of these USDV Token Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.