Promis Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and Promis Finance Foundation, a Panama Foundation (“Promis,” “we,” “us,” or “our”), issuer of the ProUSD and ProUSD+ tokens (“Tokens”). By buying, minting, accepting, holding, transacting, or otherwise utilizing the Tokens in any manner, transacting in Tokens in a compatible wallet, or checking any box or button indicating acceptance upon onboarding with Promis (including "I accept the terms and conditions") (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms and by any policies and disclosures incorporated by reference. If you do not agree to these Terms, you may not interact with Tokens or otherwise use the Services.

1. About ProUSD and ProUSD+ Tokens

The "Promis Protocol" refers to the suite of smart contracts, staking pools, and related on-chain infrastructure deployed and operated by Promis Finance Foundation that enables users to deposit supported stablecoins, mint ProUSD tokens, stake ProUSD to earn ProUSD+, and redeem ProUSD for underlying stablecoins. Reserves backing ProUSD are deployed into third-party decentralized finance ("DeFi") lending protocols, specifically Morpho and Aave (collectively, the "DeFi Protocols"), to generate yield. Users should understand that this deployment strategy exposes reserves to the risks inherent in DeFi protocols, including but not limited to smart contract vulnerabilities, protocol exploits, liquidity constraints, governance changes, and the absence of deposit insurance. The DeFi Protocols are not operated, controlled, or affiliated with Promis.

ProUSD is a yield-bearing stablecoin that users receive when depositing supported stablecoins (USDC or USDT) into the Promis Protocol pools. ProUSD is minted 1:1 against deposited stablecoins. ProUSD generates a base yield of approximately 6% to 7% APY (the "Base Yield"), which is derived from the deployment of reserves into the DeFi Protocols (Morpho and Aave). ProUSD+ is earned by staking ProUSD in the Protocol’s staking pools and generates enhanced yield of approximately 10% to 15% APY (the "Enhanced Yield"). The Enhanced Yield is derived from both the Base Yield and from the Protocol's underlying business advance ("BA") loan portfolio originated through a U.S.-based lending partner. Users who stake ProUSD for longer periods receive higher yields. The ProUSD+ pool absorbs any defaults from the underlying BA portfolio. All stated yields are approximations, are not guaranteed, and may vary based on DeFi Protocol performance, BA portfolio performance, market conditions, and other factors. Users should understand that staking involves lockup periods and early withdrawal penalties.

2. Minting, Staking, and Redemption of Tokens

Users who have completed all applicable onboarding and verification requirements may deposit supported stablecoins (USDC or USDT) into the Promis Protocol staking pools to mint ProUSD tokens. Only users who have been verified and approved by us and who are not located in any Prohibited Jurisdiction (as defined below) may participate in the Protocol.

ProUSD is minted 1:1 against deposited stablecoins and accrues the Base Yield derived from the DeFi Protocols. Users may stake their ProUSD to receive ProUSD+ tokens, which entitle the holder to a share of the Enhanced Yield generated by the Protocol, including yields from both the DeFi Protocols and the BA loan portfolio. Longer staking periods result in higher yields. ProUSD+ stakers are subject to lockup periods and may incur penalties for early withdrawal. The ProUSD+ pool absorbs defaults from the underlying BA lending portfolio. Neither ProUSD nor ProUSD+ tokens guarantee any particular yield, interest, or return; actual yields depend on the performance of the DeFi Protocols, the BA loan portfolio, and market conditions, and may be materially lower than stated approximations or zero.

Users may redeem their ProUSD tokens for the underlying stablecoins, subject to available liquidity in the Protocol pools. Users who wish to redeem ProUSD+ must first unstake, which may be subject to lockup periods and early withdrawal penalties. If you acquire Tokens on the secondary market, you will not be able to redeem them unless and until you independently complete all applicable onboarding and verification requirements and are not located in a Prohibited Jurisdiction.

The Protocol maintains reserves in supported stablecoins and other assets to back issued ProUSD tokens. Tokens function as evidence of the holder’s claim on the Protocol’s reserves; they do not themselves represent a direct ownership interest in any specific reserve assets. A user’s ability to redeem ProUSD is conditional on (i) the user’s possession of a corresponding amount of Tokens, (ii) no violation of these Terms, (iii) the user not being located in a Prohibited Jurisdiction, and (iv) no action, pending or otherwise, by a regulator, law enforcement, or a court of competent jurisdiction that would restrict redemption.

Any disclosure, reporting, or tracking of reserve levels or reserve composition is provided for informational purposes only and does not constitute a guaranty of full backing, 1:1 redemption capability, or the sufficiency of reserves to satisfy redemption requests.

Transferring Tokens to another address transfers the redemption claim represented by those Tokens to the transferee; however, to redeem Tokens, the transferee must independently complete all applicable onboarding and verification requirements and must not be located in a Prohibited Jurisdiction.

3. Prohibited Jurisdictions and Eligibility

You represent and warrant that you are at least the age of majority in your jurisdiction and are legally capable of entering into a binding contract. If you interact with Tokens on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" shall include that entity. You represent and warrant that you are not located in, organized in, a citizen of, or a resident of any Prohibited Jurisdiction (as defined below). “Prohibited Jurisdictions” include the United States (including all U.S. states and territories), the United Kingdom, Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine (Donetsk and Luhansk regions), Venezuela, Yemen, Zimbabwe, and any other jurisdiction that we may designate from time to time. Users located in Prohibited Jurisdictions are strictly prohibited from using the Services, holding Tokens, or participating in the Protocol in any way. Your acceptance of these Terms occurs by any use or interaction with Tokens and persists for each subsequent access. We may update, amend, or modify these Terms at any time. When we do so, we will post the revised version with an updated "Last Updated" date. Unless a different effective date is indicated, changes take effect upon posting. Your continued use after any update constitutes acceptance of the revised Terms. If you do not agree to any update, you must immediately stop using, holding, or interacting with Tokens.

4. Sanctions, Export Controls, VPN Prohibition, and Restricted Access

You represent and warrant that you are not located in, organized in, or a resident of any Prohibited Jurisdiction or any jurisdiction subject to comprehensive United States sanctions, and that you are not identified on, or owned or controlled by any person identified on, any applicable sanctions or restricted party list, including (i) the Specially Designated Nationals and Blocked Persons (“SDN”) List and Non-SDN Consolidated Sanctions List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); (ii) any Section 311 Special Measures list published by the Financial Crimes Enforcement Network (“FinCEN”); and (iii) lists maintained by the United Kingdom, European Union, or United Nations.

You will not use the Services for or on behalf of any restricted party or to evade sanctions or export control laws. You will not use any virtual private network (“VPN”), proxy service, or any other method to circumvent geographic restrictions, mask your location, or otherwise evade the controls implemented to prevent access from Prohibited Jurisdictions. We employ geoblocking, IP-based controls, VPN blocking, wallet-screening through blockchain analytics providers such as TRM Labs, and other measures to restrict or terminate access in order to comply with law and our risk policies. We may suspend or terminate access without notice where we believe, in our discretion, that your use violates these Terms, applicable law, or our compliance controls, including any attempt to access the Services from a Prohibited Jurisdiction.

5. Prohibited Conduct

You agree not to use the Services in any manner that violates law, infringes third-party rights, or undermines the security or integrity of any system. Prohibited conduct includes using the Services for money laundering, terrorist financing, fraud, or sanctions evasion; engaging in or facilitating market manipulation, spoofing, wash trading, layering, front-running, pump-and-dump schemes, or deceptive practices; disseminating malware, attempting to gain unauthorized access, probing or testing vulnerabilities, or interfering with the operation of the Services or any network; misrepresenting your identity, authority, or affiliation; violating third-party terms governing any wallet, exchange, node, oracle, or other integration surfaced through the Services; initiating, receiving, or facilitating any transaction involving a digital asset wallet address that has been blocked or frozen by a stablecoin issuer, designated on any applicable sanctions list, or identified as associated with illicit activity by any governmental authority or blockchain analytics provider; and circumventing geoblocking, IP-based restrictions, or other risk controls. We may investigate suspected violations and may restrict, suspend, or terminate access where we determine a violation has occurred.

Using Tokens for transactions related to the following is prohibited, and we reserve the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

1. any restricted persons;
2. weapons of any kind in contravention of applicable laws, including but not limited to, as applicable, firearms, ammunition, knives, explosives, or related accessories;
3. controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the user is based as well as by the jurisdiction in which the transaction takes place;
4. gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e., poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the user is based as well as by the jurisdiction in which the transaction takes place;
5. money-laundering or terrorist financing;
6. any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
7. goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
8. credit repair services, or other services that may present consumer protection risks;
9. court ordered payments, structured settlements, tax payments, or tax settlements;
10. any unlicensed money transmitter activity;
11. layaway systems, or annuities;
12. counterfeit goods, including but not limited to fake or “novelty” IDs;
13. wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
14. purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
15. any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners (such transactions, “Prohibited Transactions”).

In the event that we learn you are making any such Prohibited Transactions, we will consider it to be a violation of these Terms.

6. Risk Factors and Disclosures

The following list of risks associated with Tokens and the Services is not exhaustive.

No Guarantee of Yield; No Insurance or Guarantee

You acknowledge that no deposit insurance, investor protection scheme, or similar product applies to the Tokens, and that you bear the risk of loss for all activity you conduct. There is no guarantee of any particular yield, interest, return, or appreciation on Tokens. Actual yields depend on the performance of underlying assets, protocol operations, and market conditions, and may be lower than expected or zero. Past performance is not indicative of future results.

Any attestations, proof-of-reserves reports, reserve disclosures, or similar informational materials published by or on behalf of Promis are provided for informational purposes only and do not constitute a guaranty, warranty, or assurance of any kind. Such materials may not reflect real-time conditions, may contain errors or omissions, and should not be relied upon as the basis for any financial decision.

Tokens are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (“FDIC”), the Securities Investor Protection Corporation (“SIPC”), or any other governmental or private deposit insurance program. You bear the full risk of loss on any stablecoin or other digital asset holding.

Tokens are not legal tender, are not monetary instruments, are not money, and are not backed, guaranteed, or insured by any government, central bank, or governmental authority. The Tokens do not constitute a claim on, or obligation of, any entity other than as expressly set forth herein. The classification and legal treatment of the Tokens may vary by jurisdiction and may be subject to change as regulatory frameworks continue to evolve.

Wallets, Keys, and Security Responsibilities

In order to interact with Tokens, you may be required to utilize a compatible, self-custodied wallet to submit on-chain instructions. You are solely responsible for maintaining the security of your wallet, devices, private keys, seed phrases, and recovery mechanisms, and for configuring appropriate access controls. We do not create, hold, manage, or recover private keys and cannot assist you in restoring access to your wallet. You are responsible for all activity that occurs using your wallet, including any unauthorized access or transactions. On-chain transactions are typically irreversible when recorded by the network. You understand that loss or compromise of private keys, seed phrases, or devices may result in permanent loss of digital assets.

Third-Party Protocols and Integrations; DeFi Protocol Risks

The Services may reference, integrate, or rely on third-party software, decentralized protocols, DEXs, liquidity pools, oracles, data providers, wallets, indexers, RPC or node providers, and other infrastructure or services. We do not control or operate these third parties and are not responsible for their actions, omissions, terms, privacy practices, availability, security, accuracy, or performance. Your use of any third-party technology, site, or service is at your own risk and is subject to the applicable third-party terms and privacy policies. You bear all risk of loss arising from your interactions with third parties and acknowledge that third-party services may be modified, suspended, or discontinued without notice.

DeFi Protocol Risks. Reserves backing ProUSD are deployed into the DeFi Protocols, specifically Morpho and Aave, which are third-party decentralized lending protocols not operated, controlled, or affiliated with Promis. You acknowledge and accept the following risks associated with the DeFi Protocols:

Smart Contract Risk. The DeFi Protocols operate through smart contracts deployed on public blockchain networks. Smart contracts may contain bugs, vulnerabilities, coding errors, or design flaws that could be exploited by malicious actors, resulting in partial or total loss of reserves deployed to such protocols. Smart contract audits do not guarantee the absence of vulnerabilities, and undiscovered vulnerabilities may exist even in audited code.

Protocol Exploit and Security Risk. The DeFi Protocols may be subject to hacks, exploits, flash loan attacks, oracle manipulation, re-entrancy attacks, or other security incidents that could result in the theft, loss, or permanent inaccessibility of reserves. Such incidents have historically occurred in the DeFi ecosystem and may occur without warning.

Liquidity Risk. The DeFi Protocols may experience periods of reduced liquidity, high utilization rates, or withdrawal restrictions that could delay or prevent the Protocol’s ability to withdraw reserves. Such liquidity constraints may result in delayed redemptions, reduced yields, or temporary inability to access deployed reserves.

Governance and Protocol Change Risk. The DeFi Protocols are subject to decentralized governance mechanisms that may result in changes to protocol parameters, interest rate models, collateral requirements, supported assets, or other material terms without notice to or consent from Promis or users. Governance decisions may be influenced by token holders whose interests may not align with those of the Protocol or its users, and may result in adverse changes that affect reserves or yields.

Third-Party Counterparty Risk. By deploying reserves into the DeFi Protocols, the Protocol is exposed to the counterparty risk of borrowers and other participants in those protocols. Defaults by borrowers in the DeFi Protocols, inadequate collateralization, or failures in liquidation mechanisms may result in losses that affect reserves backing ProUSD.

No Deposit Insurance on DeFi-Deployed Reserves. Reserves deployed to the DeFi Protocols are not insured by the Federal Deposit Insurance Corporation (“FDIC”), the Securities Investor Protection Corporation (“SIPC”), any governmental deposit insurance program, or any private insurance scheme. In the event of loss, theft, exploit, or protocol failure affecting reserves deployed to the DeFi Protocols, there is no insurance or guarantee that will compensate you for any losses. You bear the full risk of loss on all reserves deployed to the DeFi Protocols.

Regulatory Risk Affecting DeFi Protocols. The DeFi Protocols may become subject to adverse regulatory actions, enforcement proceedings, sanctions designations, or legal restrictions in one or more jurisdictions that could affect their operation, accessibility, or legality. Such actions could result in the Protocol’s inability to access deployed reserves or could require the Protocol to cease using the DeFi Protocols, potentially resulting in losses or reduced yields.

Transactions Not Reversible

Token transactions are not reversible. Once you send Tokens to an address, you accept the risk that you may lose access to, and any claim on, those Tokens indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the Tokens, (iv) an address belongs to an entity that may return the Tokens but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Promis to track, verify or determine the provenance of Token balances for holders, including any form of security interests claimed thereon.

Promis does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending Tokens to an incorrect or unintended address.

Market Risks

Digital assets are highly volatile and speculative. Prices can move rapidly and may result in total loss. Markets may be illiquid, fragmented, or subject to manipulation risks. Technology and network conditions may result in failed, delayed, or reordered transactions, slippage, or adverse pricing. You understand that there is no guarantee of best execution, best price, or any particular outcome when using the Services.

Blocked Addresses & Forfeited Funds

We reserve the right to “block” certain wallet addresses and freeze associated Tokens (temporarily or permanently) that we determine, in our sole discretion, are associated with illegal activity, activity that otherwise violates these Terms, or users located in Prohibited Jurisdictions (“Blocked Addresses”). In the event that you send Tokens to a Blocked Address, or receive Tokens from a Blocked Address, we may freeze such Tokens and take steps to terminate your access to the Services. In certain circumstances, we may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies, and you may forfeit any rights associated with your Tokens, including the ability to redeem Tokens. We may also be required to freeze Tokens and/or surrender associated reserve assets in the event we receive a legal order from a valid government authority requiring us to do so.

Software Protocols and Operational Challenges

You are aware of and accept the risk of operational challenges. Promis may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays, including delays in redeeming Tokens. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Promis accountable for any related losses.

Compliance; Legislative and Regulatory Changes

You are responsible for complying with applicable law. You agree that Promis is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Services, including any accurate reporting of the tax or legal status of Tokens in your jurisdiction. Legislative and regulatory changes or actions at the international level may adversely affect the issuance, use, transfer, redemption, and/or value of Tokens.

No Deposit Insurance

Tokens are not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme or equivalent scheme in your country of residence.

Legal Treatment of Token Transfers

The regulatory status of Tokens and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to Tokens, blockchain technology, and their applications. Accordingly, it is not possible to determine whether a Token transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.

Technology Risks

You also acknowledge risks arising from smart contract vulnerabilities, bugs, exploits, network congestion, forks or protocol changes, validator or miner behavior, oracle failures, cyberattacks, phishing, malware, SIM swaps, and other operational hazards associated with digital assets and distributed networks. You also acknowledge that on-chain instructions are generally final when confirmed by the network, that transactions may fail or be delayed, and that forks or protocol changes may affect asset behavior or availability.

Forks, Upgrades, and Protocol Changes

Distributed networks may undergo changes to code, consensus, or governance that can affect the functioning or availability of assets and transactions, including the creation of forks or multiple versions of a network. We may, in our discretion, determine which network or version the Services support and may choose to support one, and only one, resulting network version, or to support none. We have no obligation to assist you with unsupported networks, assets, or versions.

Counterparty and Structural Risks

You acknowledge that Promis Finance Foundation develops, launches, and operates the Protocol’s smart contracts, hosts the front end, and operates the staking pools. Neither Promis, nor any affiliate guarantees any particular yield, return, or redemption outcome. You further acknowledge that certain assets may be held in non-U.S. jurisdictions and may be subject to foreign laws, regulations, tax regimes, and insolvency frameworks that differ materially from those applicable in the United States. The Protocol relies on (i) the DeFi Protocols (Morpho and Aave) for the Base Yield generated by ProUSD, and (ii) a U.S.-based lending partner for the underlying BA loan portfolio that generates the additional yield component of the Enhanced Yield for ProUSD+. Defaults in the BA portfolio may result in reduced yields or losses absorbed by the ProUSD+ staking pool. Losses, exploits, or other adverse events affecting the DeFi Protocols may result in reduced Base Yield or losses that affect all Token holders.

Issuer Freeze and Blocking Rights

You acknowledge that stablecoin issuers have the unilateral right to freeze, block, burn, or reissue stablecoin balances at specific on-chain wallet addresses, including without prior notice to affected holders, in response to law enforcement requests, court orders, regulatory directives, sanctions compliance obligations, or the issuer’s own risk and compliance determinations. We have no ability to prevent, reverse, or contest any such action taken by a stablecoin issuer.

You further acknowledge that the standards and circumstances under which different stablecoin issuers exercise freeze and blocking rights vary materially. Certain issuers have publicly committed to freezing individual holdings only upon receipt of a formal legal directive, such as a court order, subpoena, national security letter, or regulatory directive, and may provide commercially reasonable prior notice of aggregate freeze events. Other issuers reserve the right to freeze, block, or restrict wallet addresses in their sole and absolute discretion, including based on the issuer’s own internal compliance determinations, suspicion of prohibited use, or association with illicit activity, and may do so without prior notice to the affected holder. In all cases, stablecoins that are frozen, blocked, or forfeited by an issuer may be permanently destroyed (burned) and rendered unrecoverable, and the associated fiat reserves may be forfeited to the issuer, a governmental authority, or another third party. You acknowledge that such destruction or forfeiture may be final and irreversible, and that neither Promis nor any other party may be able to restore, replace, or compensate you for any stablecoins so affected. We make no representation regarding the standards, procedures, or notice requirements that any particular issuer applies in exercising its freeze or blocking rights.

7. Fees, Taxes, and Value-Added Costs

You are responsible for all network fees associated with your on-chain activity. Third-party providers may impose separate fees for their services. Where the Services include an interface or routing function that carries a fee payable to us, we will disclose that fee within the interface at the time of use. Displayed fee or price calculations may be indicative and subject to change until final settlement on-chain. You are solely responsible for determining, reporting, and paying any taxes, duties, or similar assessments that may apply to your activities, holdings, or transactions

You are solely responsible for all tax obligations arising from your use of the Services, including but not limited to income taxes, capital gains taxes, value-added taxes, and any other taxes, duties, or assessments that may apply to your transactions, holdings, or activities involving Tokens. Promis does not provide tax advice and is not responsible for determining or reporting any tax obligations on your behalf.

8. Intellectual Property; Limited License; Feedback

The Services, including their interfaces, software, design, text, graphics, data, and other content, are owned by us or our licensors and are protected by applicable intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your lawful personal or internal business purposes. You may not copy, modify, distribute, transmit, display, perform, create derivative works from, reverse engineer, decompile, disassemble, translate, scrape, harvest, or otherwise exploit the Services or any portion thereof, except as expressly permitted by these Terms or applicable law. If you submit feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or compensation to you.

9. Privacy; Electronic Communications; Records

Our Privacy Policy explains how we collect, use, and share information about you. By using the Services, you consent to the collection and processing of information as described in the Privacy Policy. You consent to receive notices and communications electronically, including by posting within the Services or by email to the address associated with your interactions. You agree that electronic records and communications have the same force and effect as writings signed by hand, and that they are admissible in judicial or administrative proceedings to the same extent as other business records.

10. Beta Features; Service Changes; Downtime; Force Majeure

Parts of the Services may be released as beta or experimental features that are under active development and may change, break, or be removed without notice. We may modify, suspend, or discontinue any part of the Services at any time. Scheduled maintenance or emergency downtime may occur. We are not liable for any modification, suspension, discontinuation, or unavailability of the Services or any feature.

Without limiting the foregoing, we shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, fire, flood, earthquake, hurricane, or other severe weather events; war, terrorism, insurrection, riot, embargo, or civil disturbance; governmental actions, sanctions, orders, regulations, or restrictions; failure or disruption of the internet, telecommunications networks, power grids, or other critical infrastructure; failure, congestion, or disruption of the distributed ledger network on which the Services operate, consensus mechanism, or protocol; cyberattacks, ransomware, distributed denial-of-service attacks, hacking, or other malicious interference with computer systems or networks; smart contract vulnerabilities, bugs, or exploits; oracle failures or data-feed disruptions; failure or unavailability of third-party service providers, including node operators, RPC providers, wallet providers, stablecoin issuers, or TMMF providers; labor disputes, strikes, or work stoppages; and any other event or circumstance beyond our reasonable control, whether or not foreseeable. During any such event, our obligations under these Terms shall be suspended to the extent affected, and the time for performance shall be extended for a period equal to the duration of such event.

11. No Warranties

Your use of the Services is at your sole risk. The Services are provided on an as is and as available basis, without warranties of any kind, whether express, implied, or statutory. We disclaim all warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, that any data or content will be accurate, complete, current, or reliable, or that defects will be corrected. We make no warranty regarding prices, quotes, routing, output amounts, execution, or the performance or availability of any third-party service or network.

Any descriptions of security measures including references to multi-layered security, key isolation, independent transaction verification, or similar features, whether on the website, in marketing materials, or otherwise, are general descriptions of aspirational or implemented practices and do not constitute a warranty, guaranty, or assurance that such measures will prevent unauthorized access, loss, or theft of assets.

12. Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, opportunity, or use, arising out of or related to these Terms or your access to or use of the Services, whether based in contract, tort, strict liability, statute, or otherwise, even if advised of the possibility of such damages. Without limiting the foregoing, we are not liable for losses or harms arising from market volatility, slippage, MEV-like effects, liquidity conditions, oracle or data-feed issues, network congestion or failures, chain reorganizations, forks or protocol changes, smart contract bugs or exploits, cybersecurity incidents, loss or compromise of private keys or credentials, unauthorized access to your wallet, or actions or omissions of third parties. To the maximum extent permitted by law, our total cumulative liability to you for all claims arising out of or relating to the Services or these Terms shall not exceed the greater of one hundred U.S. dollars or the total fees, if any, you paid to us for the specific feature giving rise to the claim during the three months immediately preceding the event giving rise to the claim.

13. Indemnification

You will indemnify, defend, and hold harmless us and our affiliates and our and their respective officers, directors, employees, contractors, and agents from and against all claims, demands, actions, investigations, losses, liabilities, damages, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your access to or use of the Services, your violation of these Terms or of any law or third-party right, your on-chain activity or interactions with third-party services, or your misuse of any data, content, or technology made available through the Services. We may assume the exclusive defense and control of any matter otherwise subject to indemnification, and you agree to cooperate with our defense.

14. Dispute Resolution, Arbitration, and Class Action Waiver

These Terms and any dispute, claim, or controversy arising out of or relating to them or to the Services shall be governed by the laws of Panama without regard to conflicts principles.

ANY SUCH DISPUTE SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT, AS MODIFIED BY THIS SECTION. THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH BEFORE A SINGLE ARBITRATOR SEATED IN PANAMA, OR SUCH OTHER NEUTRAL VENUE AS THE PARTIES MAY AGREE. THE LAWS OF PANAMA GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS ARBITRATION AGREEMENT, INCLUDING ANY CLAIM THAT ALL OR PART OF THESE TERMS IS VOID OR VOIDABLE. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF ANY PORTION OF THIS SECTION IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THAT CLAIM SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF PANAMA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION AND VENUE IN THOSE COURTS, WHILE THE REMAINDER OF THIS SECTION SHALL REMAIN IN FORCE.

15. Term, Suspension, and Termination

These Terms commence upon your first access to the Services and continue until terminated as provided herein. We may suspend, restrict, or terminate your access to some or all of the Services at any time, with or without notice, for any reason or no reason, including where we believe you may have violated these Terms or law. Upon termination, your license to use the Services terminates and you must cease all use. Provisions that by their nature should survive termination shall survive, including those relating to intellectual property, disclaimers, limitations and exclusions of liability, indemnification, dispute resolution, and governing law.

16. Amendments; Assignment; Entire Agreement; Severability; Waiver

We may amend these Terms as described above. You may not assign or transfer these Terms or any rights or obligations hereunder by operation of law or otherwise without our prior written consent. We may assign these Terms, in whole or in part, without restriction and without notice. These Terms, together with any policies or documents incorporated by reference, constitute the entire agreement between you and us relating to the Services and supersede any prior or contemporaneous understandings. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be enforced to the maximum extent permissible to effect the parties’ intent. No failure or delay in exercising any right shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right.

17. Ownership and Branding; No License to Marks

All rights, title, and interest in and to the Services and associated content are and will remain our exclusive property or that of our licensors. Our names, logos, product and service names, designs, and slogans are trademarks or trade dress and may not be used without our prior written consent. Nothing in these Terms grants any license or right to use any trademark, service mark, or logo displayed on or in connection with the Services.

18. Geographic and Jurisdictional Considerations

We make no representation that the Services are appropriate or available for use in all jurisdictions. The Services are not available to users located in any Prohibited Jurisdiction, including the United States, the United Kingdom, and the European Union. We employ geoblocking, VPN blocking, IP-based restrictions, and wallet screening to prevent access from Prohibited Jurisdictions. If you attempt to access the Services from a Prohibited Jurisdiction using a VPN or other circumvention method, your wallet address may be permanently blacklisted. You are responsible for compliance with local laws, including on matters of conduct, marketing, and taxation. Access from Prohibited Jurisdictions or by persons where such access is illegal is strictly prohibited.

19. U.S. Restrictions

Promis Finance Foundation's products, including ProUSD, ProUSD+, the Promis Protocol, and any other services offered by Promis, are not available to U.S. Persons. For purposes of these Terms, "U.S. Person" has the meaning ascribed to it under Regulation S promulgated under the U.S. Securities Act of 1933, as amended.

Due to the unsettled regulatory standing of digital assets in the United States, Promis has adopted a conservative compliance approach by adhering to the requirements of Regulation S under the U.S. Securities Act of 1933. As a result:

• ProUSD and ProUSD+ tokens may not be purchased, held, or used by U.S. Persons.
• Promis will not conduct any marketing, solicitation, or promotional activities directed at U.S. Persons.
• The Promis website and Services are not accessible from the United States, and Promis employs geoblocking, IP-based restrictions, and VPN detection to enforce this restriction.
• If you have any questions about U.S. restrictions or believe that the U.S. restrictions do not apply to you pursuant to a valid exception, please contact us through the contact methods published on our website.

20. Contact and Notices

Questions, notices, and requests regarding the Services or these Terms may be submitted through the contact methods published on the website or by email to any contact address we may list within the Services from time to time. If you contact us regarding security incidents, unauthorized access, or suspected fraud, include sufficient detail to allow us to identify the relevant wallet, timeframe, and nature of the issue. We will provide notices by posting within the Services or by email to the address you provide or use in connection with the Services.

21. Interpretation

Headings are for convenience only and do not affect interpretation. References to include or including are deemed to be without limitation. References to law include references to that law as amended, consolidated, re-enacted, or replaced from time to time. If these Terms are translated into another language, the English version controls in the event of conflict.