Last updated: October 3, 2024
RLUSD USER TERMS
1. SCOPE
These RLUSD user terms (“Terms”) apply to you if you are a user of RLUSD (“User”) and do not have a RippleNet Home customer account with Standard Custody & Trust Company LLC (“SCTC”), the issuer of RLUSD, or another subsidiary of Ripple Labs, Inc. (together, “Ripple”). If you are a User of RLUSD and have a RippleNet Home customer account with Ripple (a “Customer”), the RLUSD Customer Agreement applies to you instead of these Terms.
By obtaining, holding or otherwise using RLUSD, you understand and expressly agree to these Terms with SCTC. Your use of RLUSD is subject to these Terms. You understand that any violation of these Terms may result in potential consequences. You further understand that, to purchase RLUSD from or redeem RLUSD with Ripple, you must be a Customer subject to the RLUSD Customer Agreement.
2. ABOUT RLUSD
2.1 RLUSD Transactions.
(a) About RLUSD. RLUSD is a digital token intended for use as a payment mechanism. RLUSD is recorded on Ethereum, XRPL and other ledger systems that Ripple may support from time to time (each, a “Supported Network”). Each RLUSD can be redeemed by Customers for one (1) U.S. dollar with Ripple, subject to applicable conditions and limitations in the RLUSD Customer Agreement. RLUSD is not designed to increase in value, generate returns, or otherwise create profit or gain for Users. RLUSD is regulated as a form of money transmission, or its statutory equivalent, under Applicable Law (as defined in Section 5.1).
(b) RLUSD Reserve. SCTC maintains a reserve of high-quality, liquid assets (the “Reserve”) having an aggregate market value expressed in U.S. dollars, as of 5:00 pm New York time on each day the Federal Reserve Bank of New York is open (a “Business Day”), at least equal to the number of then outstanding RLUSD multiplied by one (1) U.S. dollar. The purpose of the Reserve is to provide U.S. dollars to satisfy RLUSD redemptions. Subject to Applicable Law, SCTC shall maintain the Reserve in accounts that are segregated from SCTC’s other assets, at depository institutions and securities custodians, as applicable, in one or more of the following asset classes: (a) U.S. Treasury bills three months or less from their respective maturities; (b) reverse repurchase agreements fully collateralized by U.S. Treasury bills, notes, and/or bonds on an overnight basis; (c) U.S. government money-market funds; and (d) deposit accounts.
(c) RLUSD Risks, Disclosures and Acknowledgements. RLUSD does not convey any direct or indirect property interest in or right to withdraw any assets held in the Reserve. Ripple is entitled to and may withdraw from the Reserve all net returns earned on assets held in the Reserve to the extent not required to maintain the Reserve at the minimum market value set forth in Section 1.1(b). RLUSD is subject to certain risks disclosed in Section 11 and Exhibit B.
(d) Compliance with Applicable Laws; Liability for Transfers. User shall be responsible for deciding to enter into any given transaction involving RLUSD, and for ensuring User is permitted to do so under Applicable Law (as defined in Section 5.1). Ripple only accepts assets from Customers pursuant to the RLUSD Customer Agreement. Users are liable for any loss arising from transferring, or attempting to transfer, RLUSD or any other asset to Ripple.
2.2 Suspension of RLUSD. Ripple may, directly or indirectly, suspend or otherwise deny a User’s access to, or support for, RLUSD, as applicable, without incurring any resulting obligation or liability, if: (i) any governmental, regulatory or judicial authority directs or requests (expressly or by reasonable implication) Ripple to suspend or materially limit performance under these Terms (including via a demand or order, subpoena or law enforcement request); or (ii) Ripple believes, in its good faith and sole discretion, that: (a) User has failed to comply with, any material term of these Terms, or accessed or used RLUSD beyond the scope of the rights granted or for a purpose not authorized under these Terms; (b) User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with RLUSD; (c) Ripple’s ongoing provisioning of RLUSD support may cause Ripple to violate an Applicable Law; (d) Ripple or RLUSD have experienced a data breach or security incident; (e) User’s use of RLUSD may result in a material financial or reputational risk to Ripple; or (f) these Terms are terminated (each, a “Suspension Event”). This Section 2.2 does not limit any of Ripple’s other rights or remedies, whether at law, in equity, or under these Terms.
3. REPRESENTATIONS & WARRANTIES
3.1 You represent, warrant, and agree, that by holding or using RLUSD, that:
(a) you are at least 18 years old, are not a Restricted Person, and are not holding RLUSD on behalf of a Restricted Person;
(b) you are not in violation of any sanctions laws and are not acting on behalf of anyone in violation of sanctions laws; and
(c) you will not be using RLUSD for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those set out in Exhibit A.
3.2 EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS THAT ARE EXPRESSLY SET FORTH IN THESE TERMS, (a) RIPPLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NONINFRINGEMENT OR CLAIM OF RIGHT OR ANY WARRANTIES OR OBLIGATIONS ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, (b) ALL SUCH REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS ARE HEREBY DISCLAIMED, AND (c) RLUSD IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. RIPPLE FURTHER DOES NOT REPRESENT OR WARRANT THAT (d) RLUSD WILL BE ERROR-FREE OR UNINTERRUPTED.
4. THIRD PARTIES
4.1 For the avoidance of doubt, Ripple may, without notice, delegate any of its responsibilities hereunder to a third party or otherwise engage third parties to perform services in connection with these Terms.
5. COMPLIANCE POLICIES AND PROCEDURES
5.1 Compliance with Applicable Laws. User shall at all times comply with all applicable laws, rules, regulations, guidance, orders, and direction from (or agreements with) a regulatory authority in all relevant jurisdictions that are applicable to the operation of its business, these Terms, and its performance hereunder (collectively, “Applicable Law”), including, but not limited to, any applicable anti-money laundering and sanctions laws. Without limiting the foregoing, User represents and warrants that it shall not violate: (i) any applicable domestic or foreign anti-corruption law; (ii) any applicable domestic or foreign laws related to Anti-Money Laundering or anti-terrorist financing requirements; (iii) applicable sanctions laws, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control; and (iv) applicable export restrictions or other laws, including United States Export Administration Regulations, as well as any end user, end use and destination restrictions which may be issued by the United States and other governments.
5.2 Verification Process. You hereby authorize Ripple to make inquiries, whether directly or through third parties, that Ripple considers necessary to verify your identity or protect either you or Ripple against fraud or other financial crime, and to take any action Ripple reasonably deems necessary based on the results of such inquiries. When Ripple carries out these inquiries, Ripple may seek certain information from you. You acknowledge and agree that Ripple may suspend or otherwise deny your access to RLUSD if you do not furnish such requested information. You further acknowledge and agree that your information may be disclosed to credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to Ripple’s inquiries in full.
6. INTELLECTUAL PROPERTY
6.1 Publicity; Trademark Usage. User will not publicly use or display the name, trademarks, service marks or logos of Ripple (collectively, “Ripple’s Trademarks”) without Ripple’s prior written consent (and such consent may be granted or withheld in Ripple’s sole discretion), except for identification of Ripple’s name and/or logo on its client or vendor list or specified marketing collateral (as applicable). User’s use of Ripple’s Trademarks must comply with Ripple’s trademark guidelines (as may be provided by Ripple from time to time, including branding terms and guidelines as may be posted on http://www.ripple.com) and all legal requirements applicable to such use, and any such use will be for the sole benefit of Ripple. All goodwill arising out of User’s use of Ripple’s Trademarks will inure to the sole benefit of Ripple. User will not use or register, or attempt to register, any trademark, service mark, or trade name identical with, or confusingly similar to, any of Ripple’s Trademarks or any variations, translations, alterations, or combinations thereof.
7. PRIVACY & SECURITY
7.1 Data Privacy. You should carefully read Ripple’s Privacy and Security Policy, as it provides details on how your personal information is collected, stored, protected, and used, to the extent applicable. The Privacy and Security Policy governs the processing of personal data.
7.2 Liability. Ripple is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect User’s computer or other equipment, or any phishing, spoofing, or other attack. Ripple advises the regular use of a reputable and readily available virus screening and prevention software.
8. TERMINATION
8.1 Ripple may terminate these Terms at any time, at its sole discretion, by posting notice of such termination on https://ripple.com/solutions/stablecoin/ or otherwise communicating such termination to User. Upon termination of these Terms, all rights and obligations of the parties that by their nature are continuing will survive such termination.
9. LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RIPPLE AND OUR AFFILIATES OR SERVICE PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RIPPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO HOLD OR USE RLUSD; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO INVOLVING RLUSD; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING RLUSD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH RLUSD, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF RLUSD.
RLUSD IS PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. RIPPLE, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RIPPLE MAKES NO WARRANTY THAT (I) THE RLUSD WILL MEET YOUR REQUIREMENTS, (II) THE RLUSD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
10. INDEMNIFICATION
You agree to indemnify and hold Ripple, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of these Terms, your violation of any law or regulation or your holding or use of RLUSD.
For the purpose of this Section 10, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 10 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
If you have a dispute with one or more Users or third parties, you release Ripple (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
11. RISK FACTORS AND DISCLOSURES
11.1 Supported Networks.
(a) User acknowledges and agrees that Ripple does not own or control any of the underlying software protocols of the Supported Networks. In general, the underlying protocols governing Supported Networks are open source and anyone can use, copy, modify, or distribute them. User acknowledges and agrees that: (i) Ripple is not responsible for the operation of the underlying protocols of any Supported Networks, and (ii) Ripple makes no guarantees regarding the security, functionality, or availability of any Supported Network. Supported Networks may be subject to attacks or experience backlogs, higher than normal transaction fees, changes to the network, failure or a copy in the protocol. Any such attacks, backlogs, failures, changes or delays on any Supported Network might materially delay or prevent Ripple from minting, redeeming, or sending and receiving RLUSD.
(b) User acknowledges and agrees that (x) a ledger system is not a Supported Network unless it is explicitly named as a Supported Network by Ripple and notified to User; (y) Ripple will not support additional features or protocols associated with a given Supported Network (e.g., staking, forked protocols, or smart contracts) unless explicitly stated by Ripple as being supported; and (z) Ripple may, in its sole discretion, at any time choose to support (or cease support for) a Supported Network. Upon Ripple’s request, User shall take any and all actions reasonably necessary to effectuate the discontinuation of a Supported Network, including migration of User’s RLUSD to another Supported Network. Ripple will not be responsible for any damages, losses, costs, fines, penalties, expenses, whether or not reasonably foreseeable by the Parties, which User may suffer, sustain, or incur, arising out of or relating to User’s failure to effectuate such migration of RLUSD to another Supported Network.
11.2 Forks. In the event of a fork of one of the Supported Networks, Ripple may be forced to suspend all activities relating to RLUSD (minting, redeeming, or sending and receiving RLUSD) for an extended period of time until Ripple has determined in its sole discretion that such functionality can be supported or restored. During this period, all User activities involving RLUSD will be restricted or limited. User agrees that support of a fork in any Supported Network is entirely at Ripple’s discretion and that Ripple may decide not to support a fork. In the event that Ripple does support a fork, it may not be possible to provide support at the timing of the actual Supported Network change. Ripple does not accept any responsibility or liability in the event of technical issues following a fork.
11.3 Copies and Wrappers. In the event a party unaffiliated with Ripple creates an alternative, equivalent version of RLUSD either on one of the Supported Networks or on an unsupported blockchain (a “copy”) that operates independently from RLUSD or creates an asset and purports that such asset is collateralized by or otherwise incorporates RLUSD into its design (a “wrapper”), Ripple is under no obligation to support any such copies or wrappers of RLUSD and assumes no responsibility for any value that might be lost as a result of this lack of support of copies or wrappers of RLUSD.
11.4 Irreversible Transactions. Ripple does not have the ability to reverse or recall any transaction that occurs on a blockchain network, including Supported Networks, once initiated. User acknowledges and accepts that RLUSD transactions are irreversible and that User may lose access to, and any claim on, that RLUSD indefinitely or permanently. User bears all responsibility for any losses that might be incurred as a result of sending RLUSD to an incorrect or unintended blockchain address.
11.5 Freezing and Burning of RLUSD.
(a) Ripple may freeze RLUSD by blacklisting a particular digital address rendering the associated digital wallet, which may be a User Wallet, restricted from transmitting or receiving RLUSD at its sole discretion if required to do so by Applicable Law or Ripple’s internal compliance policies. The User agrees that Ripple may blacklist digital addresses holding RLUSD, with or without advance notice.
(b) RLUSD or the Reserve assets backing RLUSD may be subject to seizure or forfeiture by regulators, judicial bodies, law enforcement agencies, or other legal entities. In connection with RLUSD and the Reserve assets backing RLUSD, Ripple intends to cooperate with legal process and law enforcement requests and the User expressly agrees that Ripple may do so. User understands and agrees that Ripple may blacklist digital wallets holding RLUSD and that User may lose the entirety of their RLUSD.
(c) Ripple may burn (i.e., destroy) RLUSD held in a particular digital wallet and to mint new RLUSD into a different digital wallet at its sole discretion if required to do so by Applicable Law or Ripple’s internal compliance policies. If RLUSD is burned, Ripple has no obligation to mint new RLUSD and the User may lose the entirety of its RLUSD.
(d) By using and holding RLUSD, User agrees that Ripple may take the actions set forth above and RIPPLE SHALL NOT BE LIABLE TO USER FOR ANY LOSSES OR DAMAGES RESULTING FROM SUCH FREEZING OR BURNING.
(e) If User becomes aware of improper conduct involving RLUSD, User is responsible for immediately contacting Ripple at bsainvestigations@ripple.com, as well as appropriate law enforcement authority to work towards filing an appropriate report. Ripple shall make reasonable effort to cooperate with law enforcement inquiries and assist with investigations pertaining to RLUSD.
11.6 Legislative and Regulatory Changes. The legal and regulatory status of RLUSD and blockchain technology is unclear or unsettled in many jurisdictions. Ripple is not responsible for determining whether and which laws may apply to RLUSD transactions, including tax laws. Ripple is also not responsible for predicting how or whether regulatory agencies may apply existing regulation with respect to RLUSD, blockchain technology and its applications. Accordingly, Ripple is not responsible for determining whether a RLUSD transfer, or possession of RLUSD, would be recognized under Applicable Law by a court or regulator at the U.S. state, U.S. federal, or international level. Legislative and regulatory actions at the federal, state and international level may also impact the value, functionality, nature, use, transfer and/or redemption of RLUSD, and the ability of Ripple to offer RLUSD in certain jurisdictions.
11.7 No Deposit Insurance; Not Legal Tender. RLUSD is 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. RLUSD is not coin or currency issued by the United States and is not legal tender.
11.8 Affiliate Activities. User acknowledges and agrees that individuals or entities affiliated with Ripple may hold, purchase, sell, or otherwise engage in transactions using or involving RLUSD. User further acknowledges and agrees that such individuals or entities may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes RLUSD, or otherwise supporting the use or adoption of RLUSD. This activity may involve selling RLUSD to other entities for provision to their end users. User understands and agrees that no individual or entity, whether affiliated with Ripple or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.
11.9 Third Party Platforms Generally. Third parties unaffiliated with Ripple may elect to support RLUSD on their platforms without any authorization or approval by Ripple or anyone else. Such support of RLUSD on any unaffiliated third party platform does not imply any endorsement by Ripple that such third party support of RLUSD and related services are valid, legal, stable or otherwise appropriate. Ripple is not responsible for any losses or other issues you might encounter using RLUSD on unaffiliated third party platforms. Where RLUSD may be compatible with software or other technology provided by a third party, Ripple does not guarantee the security or functionality of any third party software or technology and is not responsible for any losses of RLUSD due to the failure of third party software or technology.
11.10 No Guarantee of Price Stability on Third Party Platforms. Ripple does not guarantee that the value of one (1) RLUSD will always equal 1 U.S. dollar ($1) on unaffiliated platforms. Due to a variety of factors outside of Ripple’s control, the value of RLUSD on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 U.S. dollar ($1). Although a Customer can always redeem one (1) RLUSD for 1 U.S. dollar ($1) with Ripple, less Fees, Ripple cannot control how third parties quote or value RLUSD, and Ripple is not responsible for any losses or other issues that may result from fluctuations in the value of RLUSD.
11.11 Encumbrances. Depending on the actions of the owners of RLUSD addresses before your receipt of RLUSD from another RLUSD address, it is possible that the transfer of RLUSD between RLUSD addresses could result in your account becoming subject to a lien or other form of security interest before redemption.
11.12 Conditions on Redemption. Sending RLUSD to another blockchain address automatically transfers and assigns to that holder, and any subsequent holder, the right to redeem RLUSD for an equivalent amount of U.S. dollars from Ripple so long as the holder of such RLUSD is eligible to, and does, become a Customer.
12. MISCELLANEOUS
12.1 Complaints. If User has any questions, needs assistance, or wishes to contact Ripple with a complaint, User may contact complaints@standardcustody.com, or at 119 West 19th Street, 6th Floor, New York, New York, USA to the attention of the Legal Department. If User is dissatisfied with the manner in which a complaint has been handled, or for any other reason, User can also refer the matter to the relevant regulatory authority identified in Exhibit B of these Terms.
12.2 No Financial Advice. The information contained on any of Ripple’s websites or provided to User through Ripple or by any employee, agent, or affiliate of Ripple does not constitute financial, investment or other professional advice on any particular transaction and must not be treated as a substitute for specific advice. User is solely responsible for any decision to store, buy, or sell RLUSD, and such decisions should take into account User’s risk tolerance and financial circumstances. Advice from a suitably qualified professional should always be sought in relation to any particular transaction and User’s particular circumstances.
12.3 Relationship of the Parties. User acknowledges and agrees that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Additionally, for the avoidance of doubt, Ripple does not provide any trust or fiduciary services to any User under these Terms.
12.4 Amendments. Ripple may amend these Terms by posting the amended version on https://ripple.com/solutions/stablecoin/ or otherwise communicating it to User. Each amended version will be effective as of the time it is posted, and User’s continued use of RLUSD, after the posting of an amended version, constitutes User’s acceptance of the amended version.
12.5 Assignment. User may not assign or transfer or delegate or sublicense (collectively “assign” or “assignment”) these Terms or any rights or obligations hereunder (whether voluntarily or involuntarily, by operation of Applicable Law or merger or consolidation or otherwise) without the prior written consent of Ripple. Any attempted assignment made by User without the required prior written consent shall be void and of no effect. Ripple may assign all rights and obligations in these Terms to a Ripple affiliate at any time in its sole discretion, with or without notice, including, but not limited to, any and all services required to issue, redeem, maintain, and transfer RLUSD. If you object to such transfer or assignment, you may stop holding RLUSD. Subject to the foregoing restrictions, these Terms shall inure to the benefit of and be binding upon the Parties and their successors and permitted assigns.
12.6 Force Majeure. Ripple shall not be liable for failure or delay in the fulfillment of any of its obligations hereunder where such failure is due to war, riot, strike, labor dispute, civil disturbance, rebellion, invasion, terrorist attack, embargo, national or local emergency, natural disaster, acts of God, flood, fire, malfunction of equipment or facilities, Internet services provider failures or delays, failure by the other Party or a third party to perform a prerequisite necessary to fulfill such obligation, or any other cause beyond its reasonable control.
12.7 Entire Agreement. These Terms (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and Ripple as to the subject matter hereof, and it supersedes any and all prior discussions, agreements, understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and Ripple, in each case, related to the subject matter hereof.
12.8 Interpretation. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
12.9 Invalidity. If any provision of these Terms is determined to be invalid or unenforceable under any Applicable Law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
12.10 Non-waiver. These Terms shall not be construed to waive rights that cannot be waived under Applicable Laws. In addition, Ripple’s failure to insist upon User’s strict compliance with any term or provision of these Terms shall not be construed as a waiver for User to not comply with such term or provision.
12.11 Survival. All provisions of these Terms, which by their nature, extend beyond the expiration or termination of these Terms, including, without limitation, the Sections relating to termination, debts owed to Ripple, general use of RLUSD, disputes with Ripple, and all rights and obligations of the Parties that by their nature are continuing will continue to be binding and operate after the termination or expiration of these Terms.
12.12 Language. These Terms and any information or notifications that User or Ripple are to provide should be in English. Any translation of these Terms or other documents is provided for User’s convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.
12.13 Governing Law and Jurisdiction. Unless expressly agreed otherwise by the Parties in writing, by obtaining and using RLUSD you expressly agree to these Terms. Regardless of where User is domiciled, these Terms and any disputes or matters arising from or relating to or in connection with the subject matter hereof will be governed and construed by (i) the laws of the State of New York (without regard to conflict of laws principles); and (ii) courts of the State of New York and the Federal Courts of the United States located in the Southern District of New York are the exclusive forum to resolve any dispute or action arising under or relating to these Terms or the relationship of the parties created hereby.
The provisions of the Uniform Computer Information Transaction Act will not apply. The provisions of the UN Convention for the International Sales of Goods will not apply.
Notwithstanding anything to the contrary in this section, Ripple may seek equitable relief in any court of competent jurisdiction to protect its confidential information or other intellectual property or rights therein from infringement or misappropriation or other violation or from disclosure, as monetary damages may not be adequate or easily ascertainable in such a situation.
12.14 User Representations Regarding NYDFS. User may not make any representations regarding the oversight or approval of RLUSD by the New York Department of Financial Services to promote RLUSD without the prior written approval of the New York Department of Financial Services.
EXHIBIT A. ACCEPTABLE USE POLICY
A. Prohibited Uses. User may not use RLUSD to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If User is uncertain as to whether or not its use of RLUSD involves a Prohibited Use or have questions about how these requirements apply to User, please contact Ripple at bsainvestigations@ripple.com.
In the event that Ripple learns User has used or is using RLUSD to engage in any Prohibited Uses, Ripple will consider it to be a violation of these Terms and may suspend or terminate all of User’s access to RLUSD, with or without notice, which can result in the potential inability to use RLUSD.
By agreeing to these Terms, User confirms that it will not use RLUSD to do any of the following:
Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation or sanctions programs administered in the countries where Ripple conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information; 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);
Abusive Activity: Actions which impose an unreasonable or disproportionately large load on Ripple’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to Ripple’s computer systems that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to Ripple’s computer systems or networks connected to the Ripple’s computer systems, through password mining or any other means; use information of another party to access or use Ripple’s computer systems, or transfer User access or rights to its account to a third party, unless by operation of law or with the express permission of Ripple;
Abuse Other Users: Interfere with another User’s access to or use of RLUSD; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from Ripple’s computer systems about others, including without limitation email addresses, without proper consent;
Fraud: Neither User nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive, or trick, in connection with or related to any Order or Transaction on or other activity related to RLUSD or Ripple;
Fictitious Transactions: Neither User nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature;
Market Manipulation: User may not hold or use RLUSD for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If User or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if User or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, User and any related party will be deemed to have engaged in an act detrimental to Ripple; or
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity, or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Ripple’s intellectual property, name, or logo, including use of Ripple’s trade or service marks, without express consent from Ripple or in a manner that otherwise harms Ripple or the Ripple brand; any action that implies an untrue endorsement by or affiliation with Ripple.
B. Prohibited Businesses. In addition to the Prohibited Uses described above, the categories of businesses, business practices, and sale items listed below are barred from using RLUSD (“Prohibited Businesses”).
The specific types of use listed below are representative, but not exhaustive. If User is uncertain, as to whether or not its use of RLUSD involves a Prohibited Business, or has questions about how these requirements apply to User, please contact Ripple at bsainvestigations@ripple.com.
In the event that Ripple learns User has engaged or is engaging in any Prohibited Businesses, Ripple will consider it to be a violation of these Terms and may suspend or terminate all access or ability to use RLUSD, with or without notice, which can result in the potential inability to redeem RLUSD for U.S. dollars with Ripple.
By agreeing to these Terms, User confirms that it will not use Ripple’s services in connection with any of following businesses, activities, practices, or items:
Infringement of Intellectual Property or Other Proprietary Rights: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or sale of goods or services that are illegally imported or exported or which are stolen;
Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;
Adult Content and Services: Pornography and other obscene materials (including literature, imagery, and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, and adult live chat features;
Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs; or
High-risk businesses: Any businesses that Ripple reasonably considers posing elevated financial risk or legal liability, or unacceptable or in violation of card network rules or bank or payment partners policies, including, but not limited to, gambling activities such as 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.
EXHIBIT B. REQUIRED STATE DISCLOSURES
A. New York Users. User notes the following material risks associated with virtual currency: (i) virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections; (ii) legislative and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency; (iii) transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; (iv) some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that User initiates the transaction; (v) the value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear; (vi) there is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future; (vii) the volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time; (viii) the nature of virtual currency may lead to an increased risk of fraud or cyber-attack; (ix) the nature of virtual currency means that any technological difficulties experienced by Ripple may prevent the access or use of User’s virtual currency; and (x) any bond or trust account maintained by the Ripple for the benefit of its Users may not be sufficient to cover all losses incurred by User.
If User is dissatisfied with the manner in which a complaint has been handled, or for any other reason, User can also refer the matter to the relevant regulatory authority identified in the New York State Department of Financial Services (“NYDFS”) located at: One State Street, New York, NY 10004-1511, USA; Tel: +1 (800) 342-3736 (Monday through Friday, 8:30 AM to 4:30 PM EST). To file an electronic compliant with NYDFS, visit https://myportal.dfs.ny.gov/web/guest-applications/consumer-complaint.
B. Users In Other U.S. Jurisdictions. Certain other states where Ripple maintains a money transmitter or virtual currency business license require specific disclosures of material risks associated with virtual currency. These disclosures are found on Ripple’s webpage here. Verification of the licensing status of Ripple for all states that use the Nationwide Mortgage Licensing System (“NMLS”) may be obtained here (Company Legal Name: Standard Custody & Trust Company, LLC; NMLS ID: 2261284 or Company Legal Name: Ripple Markets DE LLC; NMLS ID: 2314015).