Terms of Service

2. Definitions

The following terms have the meanings given below. Other terms are defined where they first appear.

• "Blockchain" means a public distributed ledger network on which the Protocol is deployed, including Ethereum and Base, together with any successor, fork, or test network.
• "Digital Asset" means a cryptographic token, coin, non-fungible token, or similar blockchain-based asset, including ETH and USSE.
• "Interface" means the websites, applications, and other front-end software the Company operates to help you interact with the Protocol.
• "Protocol" means the smart contracts deployed by or on behalf of the Company to a Blockchain, together with the on-chain state they maintain.
• "USSE Token" or "USSE" means the ERC-20 token issued by the Company and described in the offering materials.
• "User Content" means any content you submit, post, publish, transmit, mint, upload, or otherwise make available through the Platform, whether stored on a Blockchain, on Company systems, or elsewhere.
• "Wallet" means a self-custodied digital asset wallet that you control and that you connect to the Interface.

3. Eligibility and Restricted Persons

THE PLATFORM IS FOR ADULTS ONLY. YOU MUST BE AT LEAST 18 YEARS OLD TO ACCESS OR USE IT. THE PLATFORM IS NOT DIRECTED TO CHILDREN, IS NOT INTENDED FOR ANYONE UNDER 18, AND MAY NOT BE USED BY ANYONE UNDER 18 UNDER ANY CIRCUMSTANCES.

To access or use the Platform, you represent and warrant, each time you use it, that all of the following are true.

• You are at least eighteen years old and have full legal capacity to enter into these Terms.
• You are not a person with whom transactions are prohibited under economic or trade sanctions administered by the United States, including any person on the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and you are not owned or controlled by any such person.
• You are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions, and you are not accessing the Platform from such a jurisdiction.
• You are not identified on any U.S. government list of prohibited or restricted parties, and you are not acting on behalf of any such party.
• Your access to and use of the Platform does not violate any law, rule, or regulation applicable to you, including securities, commodities, tax, anti-money-laundering, and export control laws.
• You have not previously been suspended or removed from the Platform, and you are not circumventing any such action.

You may not use a virtual private network, proxy, or any other technique to disguise your location or identity in order to access the Platform, or to circumvent any geographic restriction, eligibility gate, or enforcement action. Doing so is a material breach of these Terms.

We may restrict or deny access to the Platform, in whole or in part, to any person or in any jurisdiction, at any time, for any reason or no reason, including where we determine in our sole discretion that providing access presents legal, regulatory, or reputational risk. We have no obligation to make the Platform available in any particular jurisdiction.

4. What the Platform Is, and What It Is Not

The Platform is software. It provides an interface to publicly deployed smart contracts and a set of tools built around them, including an on-chain social feed, end-to-end encrypted messaging, media and collectible tooling, identity and organization records, and compliance workflows.

We are not your broker, adviser, or bank

Except where we expressly state otherwise in a separate written agreement, and except in our capacity as issuer of the USSE Token in the offering described in Section 7, the Company is not, and does not act as, any of the following: a broker, dealer, or funding portal; an investment adviser or financial adviser; an exchange, alternative trading system, or clearing agency; a bank, trust company, custodian, or fiduciary; a money services business, money transmitter, or payment processor; a commodity trading advisor or futures commission merchant; or an insurer.

Nothing on the Platform is financial, investment, legal, accounting, or tax advice. No content on the Platform is a recommendation to buy, sell, or hold any Digital Asset or any other asset. You are solely responsible for your own decisions, and you should obtain independent professional advice before acting.

The Interface is separable from the Protocol

The Protocol consists of smart contracts deployed to public Blockchains. Once deployed, those contracts execute autonomously according to their code. Anyone may interact with them directly, without using our Interface and without our involvement or knowledge. The Company does not control the Blockchains on which the Protocol runs, does not control the transactions that other participants submit, and cannot stop, reverse, or alter a transaction that a Blockchain has confirmed.

We may modify, suspend, restrict, or discontinue the Interface at any time. Doing so does not, and cannot, change the state of the Protocol or of any Blockchain. Your ability to interact with the Protocol directly is not something we grant, and it is not something we can withdraw.

We are not a party to your transactions

Except where we are expressly identified as a counterparty, such as in a purchase of the USSE Token from the Company, we are not a party to any transaction you enter into using the Platform. Transactions between Users, including transfers, sales, listings, and any exchange of value, are solely between those Users. We do not vet counterparties, do not guarantee performance, and are not responsible for any loss arising from a dealing between Users.

5. Wallets, Keys, and Self-Custody

The Platform is non-custodial with respect to your Wallet. You alone control your Wallet, your private keys, your seed phrase or recovery phrase, and your encryption keys. The Company never takes custody of them, never receives them, and has no ability to access, recover, reset, restore, freeze, or transfer the contents of your Wallet.

Certain Protocol contracts, such as escrow contracts used in specific minting or purchase flows, may hold Digital Assets programmatically for a limited period as part of a transaction you initiate. Those contracts operate according to their code. Their operation does not make the Company a custodian of your assets.

You are solely responsible for all of the following.

• Safeguarding your private keys, recovery phrase, passwords, and devices, and maintaining the security of any third-party wallet software you use.
• Every transaction signed by your Wallet, whether or not you intended it, and whether or not you understood it.
• Verifying, before you sign, the recipient address, the network, the amount, the contract you are interacting with, and the permissions or approvals you are granting.
• Any token approval or spending allowance you grant to any contract, and the consequences of leaving one in place.
• Losses resulting from phishing, social engineering, malicious websites, fraudulent applications, compromised browser extensions, malware, or a compromised device.

IF YOU LOSE ACCESS TO YOUR WALLET, YOUR PRIVATE KEYS, OR YOUR RECOVERY PHRASE, THE COMPANY CANNOT RECOVER THEM AND YOUR DIGITAL ASSETS AND ENCRYPTED CONTENT WILL BE PERMANENTLY AND IRRETRIEVABLY LOST. THIS IS A PROPERTY OF THE TECHNOLOGY, NOT A LIMITATION OF OUR SUPPORT.

We may treat any instruction, signature, or transaction originating from your Wallet as authorized by you. We are not obliged to investigate whether it was in fact authorized, and we bear no liability for acting on it.

6. Identity Verification, Compliance Screening, and Sanctions

Access to certain features requires that you complete identity verification, accreditation verification, or both. We use third-party verification providers, including Didit for identity verification and InvestReady for accredited investor verification, and payment processors, including Stripe, to collect any applicable verification fee. Your use of those services is subject to their own terms and privacy policies.

You agree to provide accurate, current, and complete information in any verification process, and to update it promptly when it changes. Providing false, misleading, or fabricated information, or the identity documents of another person, is a material breach of these Terms and may be a crime.

We may, at any time and in our sole discretion, do any of the following.

• Require additional information or documentation from you, including the source of funds or the source of wealth.
• Screen you, your Wallet, and any address you interact with against sanctions lists, politically exposed person lists, and blockchain analytics risk signals.
• Decline to verify you, or revoke a verification previously granted, without stating a reason.
• Delay, limit, suspend, or refuse any feature, transaction, or request pending review.
• Report activity to a regulator, law enforcement agency, or other authority where we believe in good faith that reporting is required or appropriate, without notice to you where notice is prohibited or would be imprudent.

Where a compliance status is recorded on a Blockchain, that record reflects a determination made off-chain. A recorded status is not a representation by us about your identity, your finances, your suitability for any investment, or your compliance with the law in your own jurisdiction. Verification by a third-party provider is not a guarantee of accuracy, and we are not responsible for a provider's error, omission, or breach.

You remain responsible at all times for your own compliance with the laws applicable to you, including tax reporting, securities laws, and any licensing or registration obligation you may have.

7. Securities and the Token Offering

THE USSE TOKEN IS OFFERED AND SOLD UNDER REGULATION D, RULE 506(c) OF THE SECURITIES ACT OF 1933. IT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE SECURITIES LAW, AND IT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION. NO FEDERAL OR STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE TOKEN, PASSED UPON THE MERITS OR FAIRNESS OF ANY OFFERING, OR PASSED UPON THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The offering is available only to investors who are verified as accredited within the meaning of 17 CFR section 230.501(a). Purchases are governed by the Token Purchase Agreement you sign before purchasing. In the event of a conflict between these Terms and the Token Purchase Agreement with respect to a purchase, the Token Purchase Agreement controls.

Nothing on the Platform, and nothing in these Terms, is an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be unlawful. Marketing material, forward-looking statements, roadmaps, and projections are not guarantees. Actual outcomes may differ materially, and we undertake no obligation to update them except as required by law.

Transfer restrictions

The USSE Token is a restricted security. Transfer is limited by applicable securities law, by the Token Purchase Agreement, and by controls enforced by the Protocol. You are responsible for ensuring that any transfer you attempt is lawful. A transfer made in violation of applicable law or of the Token Purchase Agreement may be void, may be blocked by the Protocol, and may expose you to liability.

No promise of value, liquidity, or return

We do not promise, and you must not expect, that the USSE Token will have any particular value, that a market for it will develop or continue, that it will be listed on any trading venue, that it will be liquid, or that any feature, benefit, or return will materialize. You should be prepared to hold indefinitely and to lose the entire amount you invest.

Digital Assets other than the USSE Token that you may encounter through the Platform, including collectibles minted by other Users, are not offered by the Company, are not endorsed by the Company, and may themselves be securities under applicable law. You are responsible for your own analysis.

8. Blockchain Transactions Are Final, Public, and Permanent

BLOCKCHAIN TRANSACTIONS CANNOT BE REVERSED. ONCE A TRANSACTION IS CONFIRMED, NEITHER YOU NOR THE COMPANY CAN UNDO IT, CANCEL IT, REFUND IT, OR RECOVER THE ASSETS OR THE CONTENT INVOLVED. ANYTHING YOU PUBLISH ON-CHAIN IS PUBLIC AND PERMANENT, AND WE CANNOT DELETE IT.

You acknowledge and accept each of the following.

• A transaction sent to the wrong address, on the wrong network, or with the wrong parameters is unrecoverable. Verify before you sign.
• Content you publish to a Blockchain, including posts, profile information, organization records, names, images, and reports, is visible to anyone, is permanently recorded, and cannot be edited or erased by the Company. Removing content from our Interface removes it from our Interface only.
• Wallet addresses are pseudonymous, not anonymous. On-chain activity is publicly linkable and may be analyzed and de-anonymized by third parties. Do not publish on-chain anything you need to keep private.
• Transactions may fail, may be delayed, may be reordered, may be front-run, or may be dropped for reasons outside our control, including network congestion, insufficient gas, validator behavior, and maximal extractable value activity. A failed transaction may still consume gas.
• A Blockchain may fork, reorganize, halt, be attacked, or cease to operate. A layer-two network may experience sequencer failure, delayed finality, or a failure of its bridge to the layer-one network. The Company does not control and is not responsible for any of this.
• Cross-chain messaging and bridging carry additional risk, including message delay, message failure, and total loss of bridged assets.
• A smart contract may contain undiscovered defects. Auditing, testing, and formal review reduce risk but do not eliminate it. Deployed contract code may be upgradeable, and governance or administrative actions permitted by the code may change how the Protocol behaves.

We do not guarantee that any transaction submitted through the Interface will be broadcast, included, confirmed, or executed at any particular time, price, or gas cost, or at all. Any estimate, quote, price, balance, or simulation the Interface displays is informational, is derived from third-party data sources that may be delayed or wrong, and is not a commitment.

Where the Platform offers a relayed or fee-sponsored transaction path, the relaying service is provided as a convenience, on a best-efforts basis, without any guarantee that a transaction will be relayed, and subject to availability, rate limits, and the fee you have paid. A fee paid for a relayed action may not be refundable if the underlying transaction fails.

9. Fees, Gas, and Taxes

Using the Platform may require you to pay Protocol fees, platform fees, verification fees, and network transaction fees, commonly called gas. Applicable fees are disclosed in the Interface before you incur them, or are determined by the Protocol and readable on-chain. By proceeding with a transaction, you agree to pay the fees that apply to it.

• Gas is paid to the relevant Blockchain network, not to the Company, and the Company does not set it, control it, or receive it.
• Fees are calculated and charged at the time of the transaction and may vary with network conditions, oracle-reported prices, and Protocol configuration.
• Fees are non-refundable except where refund is required by law or is expressly provided by the applicable contract or agreement. A fee may be consumed even where the underlying action does not complete.
• We may introduce, change, or remove fees at any time. Changes apply prospectively to transactions made after the change takes effect.
• Third-party providers, including verification providers, payment processors, and on-ramp providers, charge their own fees on their own terms.

You are solely responsible for determining what taxes apply to your activity, and for reporting and paying them. The Company does not provide tax advice, does not calculate your tax liability, and, except where required by law, does not withhold or report on your behalf. Digital asset transactions may be taxable events even where no fiat currency changes hands.

10. User Content and the License You Grant

You retain whatever ownership rights you already hold in your User Content. We do not claim ownership of it.

You grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to host, store, cache, reproduce, index, adapt for display, format, publicly perform, publicly display, and distribute your User Content, in each case solely for the purposes of operating, providing, securing, moderating, promoting, and improving the Platform. For User Content that you publish to a Blockchain, this license is irrevocable and perpetual, because publication to a Blockchain is itself irrevocable and perpetual. For all other User Content, the license ends a reasonable period after you delete the content, subject to our retention of backups and of records we are required or permitted to keep.

You represent and warrant that, for all User Content you make available.

• You own it or have every right and license necessary to publish it and to grant the license above.
• It does not infringe or misappropriate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, or other right of any person.
• It is not unlawful, and its publication does not violate any law, court order, or contractual obligation binding on you.
• It does not contain malware, or code intended to disrupt, damage, or gain unauthorized access to any system.
• It complies with the Community Standards described in Section 11.

You are solely responsible for your User Content and for the consequences of publishing it. You act as the publisher of anything you post. Because on-chain publication is permanent and public, you should assume that anything you publish there will remain available, and be attributable to your Wallet, indefinitely.

We have no obligation to monitor User Content, and we do not endorse it. We may, but are not required to, review, screen, filter, refuse to display, limit the visibility of, blur, quarantine, or remove from our Interface any User Content, at any time, for any reason, without notice, and without liability. Automated screening, including image screening, is a best-efforts safeguard and not a guarantee. Any exercise of these rights is voluntary and does not create an obligation to act again, and does not make us the publisher of, or responsible for, User Content.

If you provide feedback, suggestions, or ideas about the Platform, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them for any purpose without attribution or compensation.

11. Community Standards and Enforcement

Content on the Platform is governed by the USSE Community Standards, which are incorporated into these Terms by reference. The Community Standards define ten categories of prohibited conduct and the graduated consequences that follow a confirmed violation.

Enforcement controls visibility within our Interface. It does not, and cannot, rewrite a Blockchain. Content that is limited, quarantined, or removed within our Interface remains on the Blockchain where it was published, where it stays publicly accessible through other means.

Reporting is a privilege. Reports found to be false, malicious, or abusive result in strikes, temporary or permanent loss of the ability to report, and, where the Protocol provides for it, economic consequences including the slashing of staked amounts. Mass-flagging content you merely disagree with is itself a violation.

We determine in our sole discretion whether User Content or conduct violates the Community Standards or these Terms, and what consequence applies. Our determinations are not subject to appeal except where we choose to offer one, and we are not liable for any decision to act or not to act.

12. DEEP Mail and Encrypted Communications

DEEP Mail provides end-to-end encrypted direct and group messaging. Messages are encrypted on your device using keys derived from and held by your Wallet. The Company does not hold those keys and cannot decrypt your message content.

• Because we cannot read your messages, we cannot recover them, cannot restore them if you lose your keys, and generally cannot moderate them.
• Metadata associated with messaging, including sender and recipient addresses, timing, message size, and on-chain anchoring records, may be publicly visible on a Blockchain even though content is encrypted.
• Encryption protects content in transit and at rest. It does not protect you against a compromised device, a compromised Wallet, a recipient who chooses to disclose what you sent, or a screenshot.
• You are responsible for your own use of messaging, including compliance with laws on recordkeeping, communications, and the transmission of regulated or confidential information.

You must not use messaging to transmit unlawful content, to harass, to distribute malware, to send unsolicited bulk messages, or to conduct any activity prohibited by Section 15. We may terminate access to messaging features for a User we reasonably believe is doing so, notwithstanding that we cannot read the content itself.

Attachments screened in your browser before sending are screened locally. That screening is a safeguard for you and is not a representation that any message or attachment has been reviewed by us.

13. Media, Collectibles, and the Marketplace

The Platform provides tooling to mint, list, buy, and sell blockchain-based media items and collectibles. Transactions execute on the Protocol between Users. The Company is not a party to them, does not take custody of the items, does not guarantee title, authenticity, provenance, quality, value, or the accuracy of any description, and does not guarantee that a listing will result in a sale or that a purchase will result in delivery.

• Minting a media item does not transfer any intellectual property right unless the rights holder separately grants it in writing. Buying a media item generally gives you the token, not the copyright in the underlying work.
• You must hold all rights necessary to mint what you mint. Minting a work you do not have rights to is infringement, and it is permanent.
• Royalty terms, where present, are enforced only to the extent the relevant contracts and venues enforce them. We do not guarantee royalty payment.
• Items may be blocklisted from display in our Interface following a confirmed Community Standards violation. That does not affect the token on-chain.
• Prices are set by Users. Digital collectibles are highly speculative, are frequently illiquid, and may become worthless.

Disputes between a buyer and a seller are between them. We may, but are not required to, provide information to assist in resolving a dispute.

14. Staking, Farming, Liquidity, Governance, and Registry Features

The Protocol includes features such as staking, liquidity provision and farming, token governance, organization records, and human-readable name registration. Availability of any feature depends on the deployment stage of the relevant contracts and may differ by network. A feature may be unavailable, gated, dormant, or disabled at any time.

• Rewards, yields, rates, and multipliers are set by contract code and by governance. They are variable, are not promises, may change without notice, and may fall to zero. Any figure presented in the Interface is an estimate.
• Staking and farming may impose lock-up periods, may forfeit accrued rewards, and may apply penalties on early withdrawal. Read the terms in the Interface and in the contract before committing assets.
• Providing liquidity exposes you to impermanent loss, to loss from price movement, and to total loss if a pool or contract fails.
• Governance participation does not create any partnership, joint venture, employment, or fiduciary relationship, and does not give you any right to direct the Company or any equity, dividend, or ownership interest in the Company. Governance rights attach to the Protocol, not to the corporation.
• Registered names, organization records, and profile records are on-chain records. They may expire, may be subject to fees and renewal, and may be revoked, reassigned, or refused where they infringe a third-party right, impersonate a person or authority, or violate these Terms.

Registering a name or organization record does not grant you any trademark right and does not adjudicate any dispute between you and a third party who claims rights in that name.

15. Prohibited Conduct

You must not do, attempt to do, or assist any other person in doing, any of the following.

1. Violate any law, rule, or regulation, or use the Platform for or in connection with any unlawful purpose.
2. Engage in money laundering, terrorist financing, sanctions evasion, tax evasion, or the transmission of proceeds of crime.
3. Engage in fraud, deception, market manipulation, wash trading, spoofing, pump-and-dump schemes, insider dealing, or any scheme designed to mislead other Users about price, volume, demand, or provenance.
4. Impersonate any person or entity, misrepresent your affiliation, or falsely suggest that you speak for, are endorsed by, or are affiliated with the Company or any government body.
5. Post, transmit, or mint content that infringes intellectual property, that is defamatory, that is obscene, that sexualizes minors, that depicts or promotes violence or self-harm, that harasses or threatens, or that otherwise violates the Community Standards.
6. Circumvent, disable, or interfere with any security feature, access control, rate limit, geographic restriction, eligibility gate, moderation control, or enforcement action.
7. Access the Platform by any automated means not expressly authorized, including scraping, crawling, or harvesting data, or use the Platform to build a competing product or to train a machine learning model on Platform data without our written consent.
8. Probe, scan, or test the vulnerability of any system, or breach or attempt to breach any security or authentication measure, except under a written authorization we have granted.
9. Introduce malware, launch a denial of service attack, overload or flood the Platform, or otherwise interfere with its proper operation or with another User's use of it.
10. Reverse engineer, decompile, or disassemble any part of the Platform except to the extent that restriction is prohibited by law, and excluding any component we publish under an open-source license, which is governed by that license.
11. Use the Platform on behalf of a Restricted Person, or to provide access to a person we have suspended or removed.
12. Exploit a defect, bug, or unintended behavior in the Protocol or the Interface for gain, or fail to report one you discover through a channel we designate.
13. Take any action that imposes an unreasonable load on our infrastructure, or that we reasonably determine may damage, disable, overburden, or impair the Platform or expose the Company to legal or regulatory risk.

We may investigate any suspected violation, and may take any action we consider appropriate, including limiting features, suspending or terminating access, preserving and disclosing information to law enforcement, and pursuing civil or criminal remedies.

16. Intellectual Property

The Platform, including its software, design, text, graphics, logos, interfaces, documentation, and all associated intellectual property rights, is owned by the Company or its licensors and is protected by United States and international law. Except for the limited license granted below, no right is transferred to you.

Subject to your compliance with these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Interface for its intended purpose. You may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Platform except as these Terms expressly permit or as an applicable open-source license allows.

"United States Secured Exchange," "USSE," "DEEP Mail," "TheWall," associated logos, and other Company marks are trademarks of the Company. You may not use them without our prior written permission, and you may not use them in a way that suggests sponsorship, endorsement, or affiliation that does not exist.

Portions of the Protocol and of the Platform may be made available under separate open-source licenses. Where an open-source license applies to a component, that license governs your use of that component and prevails over this Section to the extent of any conflict.

17. Copyright Complaints

We respect intellectual property rights and respond to valid notices of claimed infringement concerning material displayed in our Interface, consistent with the Digital Millennium Copyright Act.

To submit a notice, send the following to legal@usse.io with the subject line "DMCA Notice": a physical or electronic signature of the owner or a person authorized to act for the owner; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information reasonably sufficient to let us locate it, such as a page address, post identifier, or token identifier; your name, address, telephone number, and email address; a statement that you have a good faith belief that the use is not authorized by the owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorized to act for the owner.

If we remove or disable material in response to a notice, we will make reasonable efforts to notify the person who provided it, who may submit a counter-notice containing the elements the DMCA requires. We terminate, in appropriate circumstances, the Platform access of Users who are repeat infringers.

18. Third-Party Services and Content

The Platform depends on, links to, and integrates with services operated by third parties, including wallet providers, blockchain node and remote procedure call providers, identity and accreditation verification providers, payment processors, fiat on-ramp providers, price oracles, content screening services, cloud infrastructure providers, and analytics services.

Those services are provided by their operators on their own terms. We do not control them, do not endorse them, are not responsible for their availability, accuracy, security, or conduct, and are not liable for any loss arising from your use of them or from their failure, error, outage, breach, or discontinuation. Your dealings with a third party are solely between you and that third party.

Data displayed in the Interface that originates from a third party, including prices, balances, gas estimates, oracle values, and indexed on-chain history, may be inaccurate, incomplete, or delayed. You should independently verify anything you rely on.

19. Privacy

Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Platform you agree to that handling.

You acknowledge that information you publish to a Blockchain, including your Wallet address and any content you post on-chain, is public, permanent, and outside our control, and that no privacy policy, deletion request, or legal right of erasure can remove it from a Blockchain. Where you exercise a data right, we can act only on data held in systems we control.

Where you submit a support request, issue report, screenshot, or screen recording, you are responsible for what you capture. Do not include a private key, a recovery phrase, or any information you do not wish to disclose to us.

20. Suspension and Termination

You may stop using the Platform at any time. Disconnecting your Wallet ends your session; it does not remove content already published on-chain and does not affect any on-chain position you hold.

We may, at any time and in our sole discretion, with or without notice and without liability to you, suspend, restrict, limit, or terminate your access to all or part of the Platform, disable a feature, decline a transaction, remove content from our Interface, or refuse to serve you. We may do so for any reason, including a suspected violation of these Terms, a legal or regulatory requirement, a risk to the Platform or to other Users, or a decision to discontinue a feature.

Termination of your access to the Interface does not terminate the Protocol, does not affect assets you hold in your own Wallet, and does not remove or reverse anything recorded on a Blockchain.

The following survive termination: Sections 8 through 10, 15 through 19, and 22 through 29, together with any other provision that by its nature should survive.

21. Changes to the Platform and to These Terms

We may modify, add to, or discontinue any part of the Platform at any time, including any feature, network, or supported asset, without liability. We are not obliged to maintain backward compatibility, to preserve any interface, or to continue supporting any Blockchain.

We may revise these Terms at any time. When we do, we will update the "Last updated" date at the top of this page, and, where the change is material, we will provide additional notice through the Platform or by another reasonable means. The revised Terms take effect when posted unless we state a later date.

Your continued access to or use of the Platform after revised Terms take effect constitutes your acceptance of them. If you do not accept them, you must stop using the Platform. Changes to Section 26 apply prospectively and do not apply to a dispute of which we had actual notice before the change.

22. Assumption of Risk

YOU USE THE PLATFORM AT YOUR OWN RISK. YOU ARE CAPABLE OF EVALUATING THE RISKS OF DIGITAL ASSETS AND BLOCKCHAIN SYSTEMS, YOU UNDERSTAND THEM, AND YOU ACCEPT THEM. YOU COULD LOSE EVERYTHING YOU COMMIT, AND YOU SHOULD NOT COMMIT MORE THAN YOU CAN AFFORD TO LOSE ENTIRELY.

Without limiting the generality of the foregoing, you specifically assume the following risks.

• Market risk. Digital Asset prices are extremely volatile. Value may fall rapidly, may fall to zero, and may not recover. Past performance predicts nothing.
• Liquidity risk. There may be no market, no buyer, and no way to exit a position at any price.
• Technology risk. Smart contracts, cryptographic systems, wallets, browsers, and networks may contain defects or may be compromised. Cryptography that is secure today may be broken later, including by advances in computing.
• Custody risk. Loss of a key or a recovery phrase is unrecoverable and permanent.
• Counterparty risk. Other Users, third-party providers, and infrastructure operators may fail, may be dishonest, or may be compromised.
• Regulatory risk. Law and regulation applicable to digital assets, tokens, exchanges, and blockchain services is unsettled and changing. A change could restrict or prohibit the Platform, a feature, or your ability to hold or transfer an asset, could impose new obligations on you, and could reduce or eliminate value.
• Governance and upgrade risk. Protocol parameters and contract implementations may be changed by governance or by administrative action permitted by the code, and a change may adversely affect you.
• Operational risk. The Interface, an indexer, an oracle, a relayer, or a node provider may fail, be delayed, or return incorrect data, and a transaction may be prepared or displayed incorrectly as a result.
• Tax risk. Your activity may create tax liabilities that are difficult to determine and that exceed any proceeds you receive.
• Irreversibility risk. Every one of the foregoing is compounded by the fact that on-chain actions cannot be undone.

You agree that the Company is not responsible for any of these risks materializing, and you release the Company from any claim arising from them, to the fullest extent permitted by law.

23. Disclaimer of Warranties

THE PLATFORM, THE INTERFACE, THE PROTOCOL, AND ALL CONTENT AND SERVICES MADE AVAILABLE THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE PLATFORM OR ANY SYSTEM IT DEPENDS ON IS FREE OF VIRUSES OR HARMFUL COMPONENTS; THAT ANY SMART CONTRACT IS FREE OF DEFECTS OR CANNOT BE EXPLOITED; THAT ANY TRANSACTION WILL BE EXECUTED, CONFIRMED, OR SETTLED; OR THAT ANY INFORMATION, PRICE, ESTIMATE, OR BALANCE DISPLAYED IS ACCURATE OR CURRENT.

No advice or information, whether oral or written, obtained from the Company or through the Platform creates any warranty not expressly stated in these Terms. Any audit, review, or assessment of any part of the Protocol is not a guarantee of security and is not a warranty by the Company.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is not permitted, it does not apply to you, and the remaining exclusions apply to the maximum extent permitted.

24. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, DIGITAL ASSETS, CRYPTOGRAPHIC KEYS, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND THE PARTIES LISTED ABOVE, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO THE COMPANY FOR USE OF THE PLATFORM IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS.

WITHOUT LIMITING THE FOREGOING, THE COMPANY HAS NO LIABILITY WHATSOEVER FOR: LOSS OF OR INABILITY TO ACCESS A WALLET, PRIVATE KEY, OR RECOVERY PHRASE; ANY TRANSACTION YOU SIGNED, INCLUDING ONE SENT TO A WRONG ADDRESS OR NETWORK; THE ACT, OMISSION, FAILURE, OR INSOLVENCY OF ANY THIRD PARTY, INCLUDING A WALLET PROVIDER, NODE PROVIDER, ORACLE, BRIDGE, VERIFICATION PROVIDER, OR PAYMENT PROCESSOR; THE FAILURE, CONGESTION, FORK, REORGANIZATION, OR ATTACK OF ANY BLOCKCHAIN; ANY EXPLOIT OF, OR DEFECT IN, ANY SMART CONTRACT; THE CONDUCT OR CONTENT OF ANY OTHER USER; MARKET MOVEMENT OR LOSS OF VALUE OF ANY DIGITAL ASSET; OR ANY DECISION BY US TO REMOVE, LIMIT, OR RESTORE CONTENT OR ACCESS.

These limitations apply even if a limited remedy fails of its essential purpose, and they reflect a reasonable allocation of risk that forms an essential basis of the bargain between us. Without them, we would not make the Platform available to you.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent an exclusion or limitation is not permitted, our liability is limited to the smallest amount permitted by law. Nothing in these Terms excludes liability for fraud, for fraudulent misrepresentation, or for any other liability that cannot be excluded as a matter of law.

25. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, contractors, suppliers, and licensors from and against any claim, demand, action, investigation, loss, liability, damage, judgment, settlement, fine, penalty, cost, and expense, including reasonable attorneys' fees and costs, arising out of or relating to any of the following.

• Your access to or use of the Platform, and any activity conducted through your Wallet.
• Your User Content, including a claim that it infringes or misappropriates a third-party right.
• Your breach or alleged breach of these Terms, of the Community Standards, or of any other agreement between us.
• Your violation of any law, or of the rights of any third party.
• Any misrepresentation you make, including in a verification process.
• Any tax obligation arising from your activity, and any failure to satisfy it.
• Any dispute between you and another User or a third party.

We may assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which case you agree to cooperate with us. You may not settle any matter in a way that imposes an obligation on the Company or admits fault on its behalf without our prior written consent.

26. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND THE COMPANY TO RESOLVE MOST DISPUTES BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY DAYS AS DESCRIBED BELOW.

Informal resolution first

Before starting an arbitration or a court proceeding, you agree to notify us of the dispute in writing at legal@usse.io, describing the claim, the facts supporting it, and the relief sought, and to attempt in good faith to resolve it informally for sixty days. We will do the same before bringing a claim against you. This requirement is a condition precedent, and any applicable limitation period is tolled while it runs.

Agreement to arbitrate

If the dispute is not resolved informally, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, including its formation, interpretation, breach, enforcement, or termination, and including a claim that arose before these Terms existed, will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules or its Commercial Arbitration Rules as applicable, as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

The arbitration will be conducted by a single arbitrator, in the English language, and seated in Wilmington, Delaware, provided that you may elect that any hearing be conducted by telephone or video, or that the matter be decided on written submissions, where the rules permit. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court has exclusive authority to decide whether the class action waiver below is enforceable. The arbitrator may award only the relief that a court could award on an individual claim, and any award is limited by Section 24.

Separate signed agreements govern their own disputes

If you and the Company have entered into a separate written agreement that contains its own dispute-resolution provision, including the Token Purchase Agreement or an investor non-disclosure agreement, that provision governs any dispute arising out of or relating to that agreement, and this Section does not apply to that dispute. This is consistent with Section 1 and is restated here so that the limit on this Section appears within this Section. For the avoidance of doubt, nothing in this Section commits to arbitration any dispute that such a separate agreement commits to a court, and nothing in this Section enlarges or reduces any right under such an agreement.

Class action and jury waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO TRIAL BY JURY.

If the class action waiver in this Section is found unenforceable as to a particular claim or a particular request for relief, that claim or request is severed from the arbitration and must proceed in the courts identified in Section 27, while all other claims proceed in arbitration. If the entire arbitration agreement is found unenforceable, the jury waiver above survives and the dispute proceeds in those courts.

Coordinated filings

If twenty-five or more claimants submit demands for arbitration raising substantially similar claims and represented by the same or coordinated counsel, the demands will be administered in batches of no more than fifty, with a single arbitrator per batch and a single set of filing fees per batch. You and the Company agree to cooperate in good faith with the administrator to implement this process, and any limitation period is tolled for the demands awaiting a batch.

Exceptions

Notwithstanding the foregoing, either party may bring an individual action in small claims court for a claim within that court's jurisdiction, and either party may seek preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property, unauthorized access to systems, or breach of confidentiality obligations. Seeking such relief does not waive the right to arbitrate.

Your right to opt out

You may opt out of this arbitration agreement by sending written notice to legal@usse.io with the subject line "Arbitration Opt-Out" within thirty days of the date you first accept these Terms. Your notice must state your name, the wallet address you use with the Platform, and a clear statement that you decline to arbitrate. Opting out affects only the arbitration agreement and the class action waiver in this Section; the rest of these Terms, including the jury waiver and Section 27, continue to apply. Opting out will not adversely affect your access to the Platform.

Time limit

To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be filed within one year after it accrues. Otherwise it is permanently barred.

27. Governing Law and Venue

These Terms, and any dispute arising out of or relating to them or to the Platform, are governed by the laws of the State of Delaware, without regard to its conflict of law rules, and, where applicable, by the federal law of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 26, you and the Company irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any dispute not subject to arbitration, and waive any objection to that venue, including on grounds of inconvenient forum.

You may not use the Platform where doing so would be unlawful in your jurisdiction. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local law. We make no representation that the Platform is appropriate or available for use in any particular location.

28. Notices and Electronic Communications

You consent to receive these Terms, all agreements, notices, disclosures, and other communications from us in electronic form, and you agree that electronic delivery satisfies any legal requirement that a communication be in writing. You may withdraw this consent only by ceasing to use the Platform.

Notices to the Company must be sent to legal@usse.io, and are effective on receipt. Notices to you may be given by posting in the Interface, by sending to an email address you have provided, or by sending to the Wallet address associated with your use of the Platform, and are effective when sent or posted.

You are responsible for keeping any contact information you provide accurate and for monitoring the Interface for notices.

29. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy, the Community Standards, and any agreement expressly incorporated, are the entire agreement between you and the Company on their subject matter, and supersede all prior or contemporaneous understandings.
• Severability. If a provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions remain in full force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it, and no waiver is effective unless in writing.
• Assignment. You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign these Terms freely, including in connection with a merger, reorganization, financing, or sale of all or substantially all of our assets.
• No third-party beneficiaries. Except for the persons identified as indemnified or released parties in Sections 23, 24, and 25, who may enforce those Sections, these Terms create no third-party rights.
• Force majeure. We are not liable for any failure or delay caused by an event beyond our reasonable control, including act of God, natural disaster, war, terrorism, civil unrest, labor dispute, epidemic, governmental or regulatory action, power or telecommunications failure, internet or network failure, cyberattack, blockchain network failure or congestion, or the failure of a third-party service provider.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and the Company.
• Export and sanctions compliance. You agree to comply with all applicable export control and sanctions laws, and you represent that you are not subject to any restriction that would prohibit your use of the Platform.
• U.S. government users. The Platform is commercial computer software. Any use, duplication, or disclosure by the U.S. government is subject to the restrictions in FAR 12.212 and DFARS 227.7202 as applicable.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.
• Language. These Terms are drafted in English. Any translation is provided for convenience, and the English version controls.

30. How to Contact Us

Questions about these Terms, legal notices, DMCA notices, and arbitration opt-out notices should be sent to legal@usse.io. General support requests should be sent to support@usse.io.

• Legal name: United States Secured Exchange, Inc.
• Entity type: Delaware C-Corporation
• Principal office: 1441 East 30th Avenue, PMB #115, Hutchinson, KS 67502
• Registered agent: A Registered Agent, Inc., 8 The Green STE A, Dover, DE 19901
• Legal: legal@usse.io
• Support: support@usse.io