Terms of service

Last updated: 16 February 2026 These Terms of Service (Terms) constitute a legally binding agreement between you and Usher Labs Pty Ltd (ABN 35 658 656 332), doing business as Fiet, and its affiliates (Usher Labs, we, us, or our). These Terms govern your access to and use of:

• our websites, including any sub-domains we operate (collectively, the Websites);
• the Fiet Business API, a hosted control plane that provides tools for market discovery, quoting, instruction planning, and related functions;
• the Fiet Client Node software, a self-hosted execution plane that enables non-custodial local signing, transaction queuing, and broadcasting;
• associated technologies, including Prover components for zero-knowledge proof generation and Maker market-making tools;
• any smart contracts, infrastructure, application programming interfaces (APIs), software development kits, documentation, portals, dashboards, features, or other products or services we make available from time to time (collectively, the Services).

The Services facilitate non-custodial interaction with the decentralised Fiet Protocol, a blockchain-based protocol that enables market makers to commit on-chain and off-chain reserves (verified using zero-knowledge proofs) to facilitate liquidity for markets on integrated automated market makers, such as Uniswap v4, without requiring funds to be locked on-chain. The Fiet Protocol operates independently on supported blockchains, and we do not control or operate the Protocol, underlying blockchains, or any third-party automated market makers. By accessing or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms, including any additional terms incorporated by reference. If you are using the Services on behalf of another person or entity (including a company), you represent and warrant that you are duly authorised to bind that person or entity to these Terms, and references to “you” or “your” include that person or entity. If you do not agree to these Terms, you must immediately cease accessing or using the Services. The Services are not intended for users in jurisdictions where access or use would be contrary to applicable laws or regulations. For questions about these Terms or the Services, please contact us at legal@usher.so.

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1. Service-Specific Terms

Certain features, components, or offerings within the Services may be subject to additional terms and conditions (Additional Terms). These may include, without limitation:

• specific terms governing access to and use of the Fiet Business API;
• licence terms applicable to the Client Node software or other distributed software;
• terms relating to Prover components or Maker market-making tools; or
• any other guidelines, rules, or terms presented in connection with particular features or components of the Services.

Where Additional Terms apply, they will be made available to you through the relevant feature or component (for example, via a link, in-app notice, or accompanying documentation). It is your responsibility to review and understand any Additional Terms that apply to the features or components you use. By accessing or using any feature or component subject to Additional Terms, you agree to be bound by those Additional Terms. The Additional Terms are incorporated into these Terms by reference and form part of the agreement between you and us. To the extent of any inconsistency between these Terms and any Additional Terms, the Additional Terms prevail in relation to the relevant feature or component. Certain components of the Services, including open-source software such as the Client Node, are licensed under separate open-source licences (including the Business Source License 1.1 (BUSL-1.1) and GNU General Public License v2 (GPLv2)), as specified in the relevant source code repositories or documentation. Your use of those components is subject to compliance with the applicable open-source licences. These Terms do not govern your direct interaction with the decentralised Fiet Protocol, third-party blockchains, or integrated automated market makers, which are subject to their own on-chain rules, smart contract code, and associated risks.

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2. Changes to These Terms or the Services

We reserve the right to amend, replace, or otherwise modify these Terms at any time in our sole discretion. Any such changes will be posted on our Websites with an updated “Last updated” date at the top of these Terms. Non-material changes will take effect immediately upon posting. For material changes, we will endeavour to provide reasonable advance notice where practicable, for example by displaying a prominent notice on the Websites, within the Services, or (if you have provided contact details) via email or other communication channels. Your continued access to or use of the Services after any changes become effective constitutes your binding acceptance of the revised Terms. If you do not agree with any changes to these Terms, you must immediately cease all access to and use of the Services. In certain circumstances, we may require you to positively accept updated Terms (for example, by clicking “I accept”) in order to continue using the Services. We may also modify, update, suspend, restrict access to, or discontinue (temporarily or permanently) any part or feature of the Services, including availability of specific functionalities, integrations with third-party protocols or blockchains, or support for particular components, at any time and without prior notice or liability to you or any third party. Changes to any open-source components of the Services (such as the Client Node software) are governed solely by the applicable open-source licences (including the Business Source License 1.1 (BUSL-1.1) and GNU General Public License v2 (GPLv2)), and not by these Terms.

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3. Eligibility and Compliance

To access or use the Services, you must be able to form a legally binding contract with us and meet all eligibility requirements set out in these Terms. You represent and warrant, on an ongoing basis, that:

• You are at least 18 years of age (or the age of majority in your jurisdiction if higher) and have full legal capacity and authority to enter into and comply with these Terms.
• You are not a citizen of, resident in, incorporated in, organised under the laws of, or otherwise located in any jurisdiction that is subject to comprehensive sanctions administered by Australia, the United States (including the Office of Foreign Assets Control (OFAC)), the United Nations, the European Union, the United Kingdom, or any other relevant governmental authority (collectively, Restricted Jurisdictions).
• You are not accessing or using the Services from any Restricted Jurisdiction.
• You are not named on any list of persons subject to sanctions or export controls (including the Consolidated List maintained by the Australian Department of Foreign Affairs and Trade, the OFAC Specially Designated Nationals and Blocked Persons List, or similar lists), nor are you owned or controlled by, or acting on behalf of, any such person or entity.
• Your access to and use of the Services complies fully with all Applicable Laws, including anti-money laundering, counter-terrorism financing, sanctions, and export control laws.
• You are not using the Services for any purpose that would violate Applicable Laws, including but not limited to fraud, money laundering, terrorist financing, tax evasion, or evasion of sanctions.

You must not use the Services if any of the above representations or warranties are untrue or would become untrue as a result of your use. We may, at any time and in our sole discretion, require you to provide information or documentation to verify your identity, location, source of funds, or compliance with these representations and warranties. This may include Know Your Customer (KYC), Know Your Business (KYB), or other verification procedures. Failure to provide requested information promptly or satisfactorily may result in suspension or termination of your access to the Services. We reserve the right to restrict, suspend, or terminate access to the Services for any user in any jurisdiction if we determine, in our sole discretion, that providing access would violate Applicable Laws, expose us to regulatory risk, or otherwise be inappropriate. Your use of the Services must not cause us, our affiliates, or our suppliers to breach any Applicable Laws. You agree to indemnify us against any loss or liability arising from any breach by you of this section.

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4. Your Account and Security

Access to certain features of the Services may require you to create an account, connect a digital wallet, or provide authentication credentials (collectively, your Account). You are solely responsible for:

• Maintaining the confidentiality and security of your Account credentials, including any passwords, private keys, seed phrases, recovery phrases, or other authentication information.
• All activities that occur under or in connection with your Account, including any transactions initiated, instructions submitted, or interactions with the Services or the decentralised Fiet Protocol.
• Ensuring that your Account information remains accurate and up to date.

The Services are strictly non-custodial. We do not store, have access to, or control your private keys, seed phrases, or recovery phrases. You acknowledge that loss of access to your private keys or seed phrases may result in permanent and irreversible loss of control over your digital assets, and we have no ability to recover or restore such access on your behalf. You must immediately notify us at labs@usher.so if you become aware of, or suspect, any unauthorised access to or use of your Account, compromise of your credentials, or any other security incident. We reserve the right to take any action we deem necessary or appropriate in response to a reported or suspected security incident, including temporarily suspending or restricting access to your Account or the Services. You must not share your Account credentials with any third party or allow any third party to access or use your Account. Any authorisation or permission granted to a third party to act on your behalf (for example, through wallet delegation features) is at your sole risk, and you remain fully responsible for their actions. When using the Client Node software or interacting with the decentralised Fiet Protocol, you are responsible for securely configuring and operating your own environment, including hardware, software, network connections, and any signing keys. We are not liable for any loss or damage arising from your failure to maintain adequate security measures. You agree to use only compatible and secure wallets, devices, and software when accessing the Services, and to follow best practices for blockchain security, including regular backups of private keys (in a secure offline manner) and protection against phishing, malware, or other threats.

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5. Prohibited Conduct

You must use the Services only for their intended lawful purposes and in accordance with these Terms and all Applicable Laws. Without limiting the foregoing, you must not (and must not authorise, encourage, or assist any third party to):

• Use the Services in any manner that is unlawful, fraudulent, deceptive, or harmful, including for the purpose of money laundering, terrorist financing, sanctions evasion, tax evasion, or any other criminal activity.
• Engage in any conduct that could damage, disable, overburden, impair, or compromise the Services, our systems, or the security or availability of the Services to others, including by introducing viruses, malware, or other malicious code.
• Attempt to gain unauthorised access to the Services, any Account, wallet, or systems connected to the Services, or interfere with any other user’s access to or enjoyment of the Services.
• Scrape, crawl, data-mine, or otherwise systematically extract data from the Services without our prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of any proprietary components of the Services (except to the extent expressly permitted by applicable open-source licences for relevant components).
• Modify, adapt, translate, or create derivative works based on the Services or any Usher Materials.
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Services or Usher Materials.
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity.
• Engage in any manipulative, deceptive, or abusive trading practices, including market manipulation, front-running, wash trading, or any activity intended to artificially affect prices, liquidity, or market conditions on the Fiet Protocol or any integrated automated market makers.
• Use the Services to facilitate or engage in any activity that infringes or violates the intellectual property rights, privacy rights, or other rights of any third party.
• Transmit unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation through the Services.
• Use the Services in a way that could reasonably be expected to cause us to breach any Applicable Laws, regulatory requirements, or obligations to third parties.
• Facilitate, support, or participate in any activity that involves Restricted Jurisdictions or sanctioned persons or entities.

Any breach of this section may result in immediate suspension or termination of your access to the Services, without notice or liability to you, and may expose you to civil or criminal liability under Applicable Laws. We reserve the right to investigate and report any suspected prohibited conduct to relevant authorities and to cooperate with law enforcement in any investigation.

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6. Fees and Taxes

We do not currently charge fees for basic access to or use of the Services. However, we reserve the right to introduce fees for certain features, premium functionalities, or enhanced access in the future. Any such fees will be clearly disclosed to you prior to your incurring them (for example, through the Websites, in-app notices, or pricing schedules), and your continued use of the relevant feature following disclosure will constitute acceptance of those fees. You acknowledge and agree that:

• Your use of the Services, including interactions facilitated through the Fiet Business API or Client Node, may involve on-chain transactions on supported blockchains or integrated automated market makers. You are solely responsible for all network fees, gas fees, miner tips, transaction costs, or any other charges imposed by the relevant blockchain network, third-party protocols, or service providers (collectively, Network Fees).
• Any fees, incentives, or penalties arising from your direct interaction with the decentralised Fiet Protocol (such as exchange fees retained by market makers who facilitate liquidity, settlement guarantor rewards, or other protocol-level economics) are determined by the Protocol’s on-chain rules and are separate from these Terms.
• We may receive compensation, rebates, or other benefits from third parties in connection with the Services (for example, from integrated protocols or infrastructure providers), but this does not affect your obligations under these Terms.

You are solely responsible for determining, reporting, and paying all applicable taxes, duties, levies, or similar governmental assessments (including any goods and services tax (GST), value-added tax (VAT), sales tax, income tax, or capital gains tax) arising from or in connection with your access to or use of the Services, your interactions with the decentralised Fiet Protocol, or any transactions involving digital assets (Taxes). We make no representations regarding the tax implications of your activities. You should seek independent professional advice regarding your tax obligations in your jurisdiction. You agree to indemnify us against any claim, liability, or expense arising from your failure to comply with applicable tax laws. To the extent we are required by law to collect or remit any Taxes on your behalf, you authorise us to do so and agree to pay or reimburse us for any such amounts.

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7. Intellectual Property

All intellectual property rights in the Services, the Websites, and any related materials (including software, source code, object code, algorithms, designs, text, graphics, images, logos, trademarks, trade names, domain names, documentation, and any other content or materials we create or own) (Company Materials) are owned by us or our licensors. Nothing in these Terms grants you any right, title, or interest in or to any Company Materials, except for the limited licence expressly set out below. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and Company Materials solely for your own lawful, non-commercial use (or, if you are accessing the Services on behalf of an entity, for that entity’s internal business purposes) in accordance with these Terms and any applicable Additional Terms. This licence does not permit you to:

• copy, modify, adapt, translate, or create derivative works from any Company Materials;
• distribute, sell, lease, rent, lend, or otherwise transfer or commercially exploit any Company Materials;
• remove, alter, or obscure any proprietary notices (including copyright, trademark, or patent notices) on any Company Materials; or
• use any Company Materials in any manner that infringes or violates our or any third party’s intellectual property rights.

Certain components of the Services, including the Client Node software and related open-source code, are made available under separate open-source licences, as specified in the relevant repositories or documentation. Your use of those components is governed exclusively by the terms of the applicable open-source licences, and not by the licence granted in these Terms. You retain ownership of any content you submit, upload, or transmit through the Services (User Content). By submitting User Content, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, sublicensable licence to use, copy, modify, distribute, display, and otherwise exploit that User Content solely for the purpose of providing, maintaining, and improving the Services, enforcing these Terms, or complying with Applicable Laws. You represent and warrant that you have all necessary rights to grant the licence above and that your User Content does not infringe or violate any third-party intellectual property rights, privacy rights, or other rights. We respect the intellectual property rights of others and expect you to do the same. If you believe that any content accessible through the Services infringes your copyright, please contact us at legal@usher.so with details of the alleged infringement.

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8. Data and Privacy

Your privacy is important to us. We collect, use, disclose, and otherwise handle personal information in accordance with our Privacy Policy, which is available on our Websites and incorporated into these Terms by reference. By accessing or using the Services, you consent to the collection, use, storage, processing, and disclosure of your personal information (if any) as described in the Privacy Policy and these Terms. Due to the non-custodial and decentralised nature of the Services and the Fiet Protocol, we generally collect limited personal information. For example:

• When you visit our Websites, we may collect technical data such as IP address, browser type, device information, and usage analytics (typically through cookies or similar technologies).
• When you contact us or subscribe to updates, we may collect your name, email address, or other contact details you voluntarily provide.
• We do not collect or store private keys, seed phrases, or other credentials that would enable us to access or control your digital assets.
• Interactions with the decentralised Fiet Protocol occur on-chain and are pseudonymous; we do not link on-chain addresses to your identity unless you voluntarily provide such information.

We handle any personal information in compliance with the Australian Privacy Principles under the Privacy Act 1988 (Cth) and other Applicable Laws. This includes taking reasonable steps to protect personal information from misuse, interference, loss, unauthorised access, modification, or disclosure. We may disclose personal information to:

• our affiliates, service providers, or contractors who assist us in operating the Services (subject to confidentiality obligations);
• law enforcement, regulatory authorities, or other third parties where required or permitted by Applicable Laws (for example, to comply with subpoenas, court orders, or sanctions screening); or
• other parties in connection with a corporate transaction (such as a merger or acquisition).

We do not sell your personal information. Personal information may be stored or processed in Australia or overseas, including in jurisdictions that may not provide equivalent privacy protections to Australia. By using the Services, you consent to such transfers. You may have rights under Applicable Laws to access, correct, or delete your personal information, or to make a complaint about our handling of it. For details on how to exercise these rights or for any privacy-related queries, please refer to our Privacy Policy or contact our Privacy Officer at legal@usher.so. The Privacy Policy may be updated from time to time. We will notify you of material changes in accordance with section 2 (Changes to These Terms or the Services). Your continued use of the Services following any changes to the Privacy Policy constitutes acceptance of those changes. If you do not agree with our Privacy Policy or any changes to it, you must immediately cease using the Services.

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9. Third-Party Content and Services

The Services may contain features that enable or facilitate interaction with, or provide access to, third-party products, services, protocols, blockchains, smart contracts, websites, content, or materials (collectively, Third-Party Services). These include, without limitation:

• decentralised blockchains and networks (such as Arbitrum and other EVM-compatible chains);
• integrated automated market makers (such as Uniswap v4 or similar protocols);
• third-party wallets, RPC providers, or infrastructure services;
• zero-knowledge proof systems or verification tools (such as Verity zkTLS); and
• any other external protocols, applications, or resources linked to or accessible via the Services.

We do not own, operate, control, or endorse any Third-Party Services. Your access to and use of Third-Party Services is entirely at your own risk and subject to the separate terms, conditions, and privacy policies of those third parties. We make no representations or warranties of any kind regarding Third-Party Services, including their availability, accuracy, security, reliability, functionality, or compatibility with the Services. We are not responsible or liable for any loss, damage, or harm arising from your interaction with Third-Party Services, including:

• any transactions you execute on third-party blockchains or automated market makers;
• any smart contract vulnerabilities, exploits, or failures;
• network congestion, failed transactions, or loss of digital assets;
• changes to third-party protocols or governance decisions; or
• any actions or omissions of third-party providers.

The decentralised Fiet Protocol itself operates independently on supported blockchains as open-source smart contracts. We do not control or operate the Protocol once deployed, and your direct interactions with the Protocol (including committing reserves, facilitating liquidity as a market maker, trading, or redeeming commitments) are governed solely by the Protocol’s on-chain code and rules, not by these Terms. Links to Third-Party Services provided through the Services or Websites are for convenience only and do not imply any affiliation, sponsorship, or endorsement by us. You acknowledge that blockchain technologies and decentralised protocols involve inherent risks, including permanent loss of assets due to user error, malicious actors, or protocol failures. You are solely responsible for evaluating and assuming all risks associated with Third-Party Services.

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10. Warranties, Disclaimers, and Acknowledgements

The Services are provided on an “as is” and “as available” basis without any representations or warranties of any kind, whether express, implied, statutory, or otherwise, except for any non-excludable guarantees under the Australian Consumer Law or other Applicable Laws. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, completeness, quiet enjoyment, or uninterrupted access. We do not warrant that the Services will be error-free, secure, free from viruses or other harmful components, or that any defects will be corrected. By accessing or using the Services, you represent, warrant, and acknowledge that:

• You have sufficient technical knowledge and experience with cryptographic systems, blockchain technologies, digital assets, and decentralised protocols to understand the inherent risks associated with their use.
• Blockchain technologies and digital assets are experimental, highly volatile, and subject to significant risks, including but not limited to extreme price volatility (where the value of digital assets may decrease rapidly, potentially to zero), speculation, adoption uncertainties, technological vulnerabilities, security risks, and evolving regulatory treatment.
• Transactions on blockchains are irreversible once confirmed; errors in transactions (including user error, smart contract failures, or network issues) may result in permanent and irretrievable loss of digital assets.
• Smart contracts, including those comprising the decentralised Fiet Protocol or integrated automated market makers, may contain vulnerabilities, bugs, or exploits that could lead to loss of assets or unintended consequences; we do not control or audit third-party smart contracts.
• The Fiet Protocol relies on commitments by market makers to facilitate liquidity using on-chain and off-chain reserves verified through zero-knowledge proofs; there is no guarantee that commitments will be fulfilled promptly or at all, and settlement mechanisms (including intervention by Settlement Guarantors) carry risks of delay, failure, or disputes.
• Network fees, gas costs, transaction speeds, and slippage are variable and may increase dramatically; you are solely responsible for all such costs.
• Regulatory status of blockchain technologies, digital assets, liquidity commitments, and related activities is uncertain and subject to change; future laws or regulations may restrict or prohibit your use of the Services or the Fiet Protocol.
• We do not provide custodial services, hold your private keys, or have any ability to recover lost assets, reverse transactions, or access your funds.
• The Services are non-custodial and facilitate interaction with decentralised protocols; we do not operate or control the underlying blockchains, the Fiet Protocol, or any integrated third-party protocols.

You expressly acknowledge and accept all risks associated with accessing and using the Services, including the potential for complete loss of digital assets. You assume full responsibility for your use of the Services and any interactions with the decentralised Fiet Protocol or Third-Party Services. Nothing in the Services constitutes financial, investment, legal, tax, or other professional advice. You should conduct your own due diligence and seek independent professional advice before making any decisions involving digital assets or the Services. We are not your broker, intermediary, agent, advisor, or fiduciary, and no fiduciary duties are owed to you. All actions you take through the Services are unsolicited and initiated solely by you. If you do not accept these disclaimers and acknowledgements, you must immediately cease using the Services.

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11. Limitation of Liability

To the fullest extent permitted by law (including the Australian Consumer Law where applicable), we exclude all liability for:

• any indirect, consequential, special, incidental, punitive, or exemplary losses or damages;
• loss of profits, revenue, business opportunities, goodwill, reputation, or anticipated savings;
• loss of data or corruption of data;
• loss of, or inability to access or use, digital assets, private keys, or funds;
• any costs of procuring substitute goods, services, or technology; or
• any other losses or damages not reasonably foreseeable as arising from your use of the Services,

whether based on contract, tort (including negligence), statute, equity, or otherwise, even if we have been advised of the possibility of such losses. Our total aggregate liability to you in connection with these Terms or your access to or use of the Services (whether in contract, tort (including negligence), statute, equity, or otherwise) is limited to AUD $100. The above exclusions and limitations do not apply to any liability that cannot be excluded or limited under Applicable Laws, including non-excludable consumer guarantees under the Australian Consumer Law (such as guarantees as to acceptable quality, fitness for purpose, or due care and skill). We are not liable for any loss or damage arising from:

• your failure to secure your Account, private keys, seed phrases, or credentials;
• any unauthorised access to or use of your Account or the Services;
• your reliance on any information provided through the Services (which is provided for general informational purposes only);
• interruptions, delays, or failures in the Services caused by events beyond our reasonable control (including network congestion, blockchain forks, or outages);
• any actions or omissions of third parties, including Third-Party Services, blockchains, market makers, or Settlement Guarantors;
• changes to the decentralised Fiet Protocol, underlying blockchains, or integrated automated market makers;
• any viruses, malware, or other harmful components introduced through Third-Party Services or your own devices; or
• your breach of these Terms or violation of Applicable Laws.

To the extent any liability cannot be excluded but can be limited, our liability is limited to resupplying the relevant Services or, at our option, paying the cost of resupply. You acknowledge that the limitations and exclusions in this section are reasonable having regard to the nature of the Services (which are experimental, non-custodial, and involve interaction with decentralised technologies carrying inherent risks) and the allocation of risk between the parties.

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12. Indemnity

You agree to indemnify, defend, and hold harmless Usher Labs Pty Ltd, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and suppliers (collectively, the Indemnified Parties) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• your access to or use of the Services;
• your breach or alleged breach of these Terms (including any representations, warranties, or obligations herein);
• your violation or alleged violation of any Applicable Laws, regulations, or third-party rights (including intellectual property rights, privacy rights, or publicity rights);
• any User Content you submit, upload, or transmit through the Services;
• your negligence, wilful misconduct, or fraudulent acts or omissions;
• any claim that your use of the Services caused damage to a third party; or
• any dispute between you and any third party (including other users, market makers, or Settlement Guarantors) arising from your interactions with the decentralised Fiet Protocol or Third-Party Services.

This indemnity obligation includes the duty to defend the Indemnified Parties upon request, using legal counsel reasonably acceptable to them, and to pay any settlement amounts or court-ordered damages. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Indemnified Parties in asserting any available defences. This indemnity survives termination or expiration of these Terms and continues to apply to any claims arising from your use of the Services prior to termination. Nothing in this section affects any non-excludable rights or remedies available under the Australian Consumer Law or other Applicable Laws.

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13. Termination and Suspension

You may discontinue your use of the Services at any time by ceasing to access or use them. Termination by you does not entitle you to any refund of fees (if any) or relieve you of any obligations accrued prior to termination. We may, at our sole discretion and without prior notice (except where required by Applicable Laws), suspend, restrict, or terminate your access to all or any part of the Services, including your Account, at any time and for any reason, including but not limited to:

• if we reasonably believe you have breached these Terms (including any Additional Terms or incorporated policies);
• if we reasonably believe your use of the Services poses a risk to us, our affiliates, other users, or third parties (including risks related to security, fraud, or compliance);
• if required to comply with Applicable Laws, regulatory requirements, or requests from law enforcement or government authorities;
• for scheduled maintenance, updates, or unforeseen technical issues; or
• if we decide to discontinue any part or all of the Services.

In cases of serious breaches (such as fraud, sanctions violations, or unlawful activity), suspension or termination may be immediate and without notice. Upon suspension or termination:

• your rights and licences under these Terms immediately cease;
• you must immediately cease all use of the Services;
• we may delete or deactivate your Account and any associated data (subject to our Privacy Policy and Applicable Laws); and
• any provisions of these Terms that by their nature should survive termination (including sections relating to intellectual property, disclaimers, limitation of liability, indemnity, governing law, and dispute resolution) will continue to apply.

Termination or suspension does not limit any other rights or remedies we may have under these Terms, at law, or in equity. We are not liable for any loss or damage you may suffer as a result of any suspension or termination in accordance with this section, including any inability to access digital assets, data, or transactions associated with your use of the Services prior to termination. You remain responsible for any obligations or liabilities arising from your use of the Services before termination.

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14. Disputes and Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms, the Services, or your relationship with us (including any non-contractual disputes or claims) (Dispute) shall, to the fullest extent permitted by law, be resolved in accordance with this section. You agree to first notify us in writing of any Dispute and attempt to resolve it with us informally and in good faith. Such notice must include your name, contact details, a description of the Dispute, and your proposed resolution. We will endeavour to respond promptly and work cooperatively to resolve the matter. This informal process must be completed within 60 days of the date of your notice (or such longer period as mutually agreed). If the Dispute is not resolved through this informal process, it shall be referred to and finally resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules in force at the time the arbitration is commenced (the Rules), which Rules are deemed incorporated by reference into this section. The arbitration shall be conducted as follows:

• The seat and venue of the arbitration shall be Sydney, New South Wales, Australia.
• There shall be one arbitrator appointed in accordance with the Rules.
• The language of the arbitration shall be English.
• The arbitrator shall have the power to grant any remedy or relief that would be available in a court of competent jurisdiction, including interim or conservatory measures.
• The arbitrator’s award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

Each party shall bear its own legal costs and expenses of the arbitration. The fees and expenses of the arbitrator and ACICA shall be shared equally between the parties, subject to any reallocation by the arbitrator in the final award. To the maximum extent permitted by Applicable Laws, you agree that:

• any arbitration shall be conducted on an individual basis only, and not as a class, collective, consolidated, or representative action;
• no class arbitration or representative proceedings are permitted; and
• you waive any right to participate in or bring a class, collective, consolidated, or representative action against us.

If any provision of this arbitration agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable. This agreement to arbitrate survives termination or expiration of these Terms. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction in relation to intellectual property rights, confidentiality obligations, or to prevent irreparable harm. You may opt out of this arbitration agreement by providing written notice to us at legal@usher.so within 30 days of first accepting these Terms, provided you have not previously used the Services. Opting out will not affect any other part of these Terms.

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15. Governing Law

These Terms, your access to and use of the Services, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to any principles of conflict of laws that would result in the application of the laws of any other jurisdiction. Subject to section 14 (Disputes and Arbitration), you irrevocably agree that the courts of New South Wales, Australia, have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, the Services, or their subject matter or formation. You irrevocably submit to the personal jurisdiction of those courts and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. For the avoidance of doubt, this section does not limit our right to bring proceedings against you in any other court of competent jurisdiction, nor shall the bringing of proceedings in one or more jurisdictions preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. If any provision of these Terms is found to be invalid or unenforceable under the laws of New South Wales, the remaining provisions will continue in full force and effect.

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16. General

These Terms constitute the entire agreement between you and us regarding your access to and use of the Services and supersede all prior or contemporaneous understandings, agreements, representations, or communications, whether written or oral. We may assign, transfer, or novate these Terms or any of our rights or obligations under them (including in connection with a merger, acquisition, reorganisation, or sale of assets) without your consent and without notice to you. You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. Any purported assignment in contravention of this section is void. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision will be severed or modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. No failure or delay by us in exercising any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy, nor will any single or partial exercise preclude any other or further exercise of it. Notices under these Terms must be in writing. Notices to us must be sent to legal@usher.so or to our registered office. Notices to you may be sent to the email address associated with your Account (if any) or posted on the Websites or within the Services. Notices are deemed received upon delivery if sent by email, or 3 business days after posting if sent by mail. These Terms do not create any third-party beneficiary rights. Nothing in these Terms creates or implies any partnership, joint venture, agency, fiduciary, or employment relationship between you and us. Headings in these Terms are for convenience only and do not affect interpretation. We will not be liable for any failure or delay in performing our obligations under these Terms to the extent caused by events beyond our reasonable control (including acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, fire, flood, storm, pandemic, or interruption or failure of utility or telecommunications services) (Force Majeure Event). If a Force Majeure Event continues for more than 30 days, either party may terminate these Terms by written notice. Any translation of these Terms is provided for convenience only; the English version governs. These Terms may be executed electronically, and your electronic acceptance constitutes a binding agreement.

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17. Definitions

In these Terms, unless the context otherwise requires:

• Account means any account, wallet connection, or authentication method used to access certain features of the Services.
• Additional Terms means any service-specific terms, guidelines, or rules applicable to particular features or components of the Services.
• Applicable Laws means all laws, statutes, regulations, regulatory requirements, sanctions regimes, and court orders applicable to you, us, or the Services, including but not limited to anti-money laundering, counter-terrorism financing, sanctions, and consumer protection laws.
• Dispute has the meaning given in section 14.
• Force Majeure Event has the meaning given in section 16.
• Indemnified Parties has the meaning given in section 12.
• Network Fees means any fees, gas costs, or charges imposed by blockchain networks or third-party providers in connection with transactions facilitated through the Services.
• Restricted Jurisdictions means jurisdictions subject to comprehensive sanctions administered by Australia, the United States, the United Nations, the European Union, the United Kingdom, or any other relevant authority.
• Services has the meaning given in the introductory section.
• Third-Party Services means any third-party products, services, protocols, blockchains, smart contracts, websites, or materials accessible via or integrated with the Services.
• Company Materials means all intellectual property rights in the Services, Websites, and related materials owned by us or our licensors.
• User Content means any content you submit, upload, or transmit through the Services.
• Websites means our websites and any sub-domains we operate.

Other capitalised terms used in these Terms have the meanings given to them in the section where they are first defined. These Terms supersede all prior agreements, understandings, or arrangements (whether oral or written) relating to the subject matter of these Terms. Interpretation principles under the laws of New South Wales apply, including that headings are for convenience only and do not affect meaning, words in the singular include the plural and vice versa, and references to persons include bodies corporate and vice versa.