Terms of Service

Effective April 1, 2026

1. Introduction and Acceptance

These Terms of Service (these “Terms”) govern your access to and use of the software platform, APIs, documentation, and related services (collectively, the “Services”) provided by Web3 Stable Company, a Delaware corporation (“Stable Clerk,” “we,” “our,” or “us”).

By accessing or using the Services, clicking “I agree” or a similar button, or by executing an Order Form that references these Terms, you (“Client”) agree to be bound by these Terms. If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” and “Client” refer to that entity. If you do not agree, do not use the Services.

Stable Clerk may update these Terms from time to time. We will provide notice of material changes through the Services, by email to the address associated with your account, or by other reasonable means. Your continued use of the Services following the effective date of any update constitutes your acceptance of the revised Terms.

2. Description of Services; No Financial Services

2.1 Nature of Services. The Services consist of software infrastructure, APIs, and developer tooling that enable Clients to build, deploy, and operate wallet-native payment workflows using stablecoins on public blockchain networks. The Services are technology infrastructure only.

2.2 Not a Financial Institution or Money Services Business. Stable Clerk is a technology company. Stable Clerk is not a bank, money services business, money transmitter, broker-dealer, investment adviser, custodian, or financial institution of any kind under applicable federal or state law. Stable Clerk does not hold, custody, transmit, or control your funds or digital assets or those of your end users. Stable Clerk does not provide financial, investment, tax, or legal advice.

2.3 Noncustodial Architecture. The Services are designed to be noncustodial. Private keys and digital asset custody, if any, are managed through third-party wallet infrastructure providers integrated into the Services and governed by those providers' own terms. Stable Clerk does not at any time have access to, custody of, or control over Client funds, end user funds, or any private keys.

2.4 Blockchain Transactions. Any transfer or movement of digital assets facilitated through the Services occurs on public blockchain networks and is subject to the inherent characteristics of those networks, including irreversibility, network fees, latency, and the rules of the applicable smart contracts and protocols. Stable Clerk has no ability to reverse, cancel, or recall on-chain transactions once broadcast.

2.5 Client Responsibility for Compliance. Client is solely responsible for determining what licenses, registrations, or approvals are required for Client's own products, services, and operations — including, without limitation, any money transmission licenses, FinCEN registrations, or other financial regulatory requirements applicable to Client's business or to Client's use of the Services. Stable Clerk makes no representation that use of the Services satisfies any such requirement.

3. Account Registration and Access

3.1 Account. To access the Services, you must register for an account and provide accurate, complete, and current information. You agree to maintain the accuracy of your information and to promptly update it if it changes.

3.2 Credentials. You are responsible for maintaining the confidentiality of your account credentials, including API keys and access tokens. You are responsible for all activity that occurs under your account, whether or not authorized by you. You agree to notify Stable Clerk immediately of any unauthorized access to or use of your account.

3.3 Eligibility. The Services are intended for use by businesses and their authorized representatives. By registering, you represent that (a) you are at least 18 years of age and have legal capacity to enter into contracts, and (b) you are not located in, incorporated in, or a national or resident of any jurisdiction subject to comprehensive U.S. government sanctions, and are not otherwise subject to sanctions administered by OFAC, the U.S. Department of State, or any other applicable sanctions authority.

3.4 KYB/KYC.As a condition to activating production access, Stable Clerk may require you to provide information about your business, principals, and use case (“Onboarding Information”), and may conduct compliance reviews using that information. You represent and warrant that all Onboarding Information you provide is accurate, truthful, and complete. Stable Clerk may suspend or terminate access if Client fails to provide Onboarding Information or fails any compliance review, in Stable Clerk's sole discretion.

4. License; Restrictions

4.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Stable Clerk grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the term to access and use the Services and the APIs solely for Client's internal business purposes in connection with Client's own products and services.

4.2 Restrictions. You will not, and will not permit others to:

reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying algorithms from the Services;
modify, copy, or create derivative works of the Services;
sell, resell, sublicense, distribute, rent, or lease the Services to any third party, or use the Services to offer a competing product or service;
use the Services in any manner that violates applicable law, including but not limited to applicable anti-money laundering (AML), sanctions, or know-your-customer (KYC) laws, or that facilitates any illegal activity;
use the Services to transmit any malicious code, viruses, or disruptive content;
probe, scan, or test the vulnerability of the Services or circumvent any security measures;
use the Services in a manner that imposes an unreasonable or disproportionate load on Stable Clerk's infrastructure; or
access the Services using any automated means except through the APIs as provided by Stable Clerk.

4.3 Permitted Users. Client may permit its employees and contractors to access the Services on Client's behalf, provided Client remains responsible for their compliance with these Terms.

4.4 Feedback.If Client provides feedback, suggestions, or ideas regarding the Services (“Feedback”), Client grants Stable Clerk a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or obligation to Client.

5. Client Obligations; Compliance

5.1 End Users.If Client's use of the Services involves Client's own end users (consumers or businesses), Client is solely responsible for (a) obtaining all consents required from end users for Client's use of the Services and for the processing of end user data; (b) providing end users with any legally required notices or disclosures; (c) Client's own terms of service and privacy policies governing the relationship with end users; and (d) all regulatory compliance obligations applicable to Client's offering.

5.2 AML/Sanctions Compliance. Client agrees to implement reasonable controls to prevent the Services from being used by individuals or entities that are (a) listed on any OFAC, FinCEN, or other applicable sanctions or prohibited party list, or (b) located in a jurisdiction subject to comprehensive U.S. government sanctions. Client agrees to promptly notify Stable Clerk if Client becomes aware of any such use.

5.3 Applicable Law. Client represents and warrants that its use of the Services will at all times comply with all applicable laws, regulations, and rules, including but not limited to those relating to data privacy, anti-money laundering, consumer protection, and financial services regulation.

5.4 Accurate Use. Client will not represent to its end users or the public that Stable Clerk is a financial institution, bank, money transmitter, custodian, or regulated payment processor, or make any other inaccurate statement about the nature of Stable Clerk or the Services.

6. Fees and Payment

6.1 Fees.Client agrees to pay the fees set forth in the applicable Order Form or fee schedule (“Fees”). All Fees are in U.S. dollars unless otherwise stated.

6.2 Payment. Fees are due and payable as specified in the applicable Order Form. Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6.3 Taxes.Client is responsible for all taxes, levies, or duties imposed by taxing authorities (other than Stable Clerk's income taxes) in connection with these Terms or the Services. If Stable Clerk is required to collect or remit taxes, those amounts will be invoiced to and paid by Client.

6.4 Modifications. Stable Clerk may modify its Fees with at least thirty (30) days' prior written notice. Client's continued use of the Services after the effective date of any Fee change constitutes acceptance.

7. Intellectual Property

7.1 Stable Clerk IP. As between the parties, Stable Clerk retains all right, title, and interest in and to the Services, APIs, documentation, and all intellectual property embodied therein, including all modifications and improvements. These Terms do not transfer any Stable Clerk intellectual property to Client.

7.2 Client IP.As between the parties, Client retains all right, title, and interest in and to Client's own products, services, data, and content. Client grants Stable Clerk a limited license to use Client data and content solely as necessary to provide the Services.

7.3 Usage Data. Stable Clerk may collect and use aggregated, anonymized usage and performance data derived from Client's use of the Services to improve and develop Stable Clerk's products and services. Such data will not identify Client or Client's end users.

8. Confidentiality

8.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other under these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party's pricing, technical specifications, and business plans are Confidential Information.

8.2 Obligations. Each party agrees to (a) hold the other party's Confidential Information in confidence with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose the other party's Confidential Information to any third party without prior written consent except as permitted herein; and (c) use the other party's Confidential Information only as necessary to exercise rights or perform obligations under these Terms.

8.3 Exceptions. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach of these Terms, (b) was rightfully known before disclosure, (c) is independently developed without use of Confidential Information, or (d) is disclosed with the other party's prior written consent.

8.4 Compelled Disclosure. Either party may disclose Confidential Information to the extent required by law, court order, or regulatory requirement, provided that, to the extent permitted by law, such party provides the other with prompt notice and cooperates with efforts to obtain confidential treatment.

9. Data Privacy

9.1 Privacy Policy. Stable Clerk's collection and use of personal information in connection with the Services is governed by Stable Clerk's Privacy Policy, available at stableclerk.com/privacy, which is incorporated herein by reference.

9.2 Data Processing. To the extent the Services involve the processing of personal data on Client's behalf, the parties agree to execute Stable Clerk's Data Processing Agreement (“DPA”), which is incorporated into these Terms by reference. The DPA governs the parties' respective obligations with respect to personal data processed under these Terms.

9.3 Client Data Responsibility. Client is the data controller for any personal data it or its end users provide in connection with the Services. Client is responsible for ensuring it has the legal authority to provide such data to Stable Clerk and for complying with applicable data protection and privacy laws.

10. Third-Party Services and Integrations

The Services may integrate with or rely on third-party services, networks, APIs, or infrastructure, including blockchain networks, node providers, wallet infrastructure providers, and stablecoin issuers (“Third-Party Services”). Stable Clerk does not control Third-Party Services and makes no representations or warranties regarding their availability, performance, or accuracy. Client's use of Third-Party Services is subject to those providers' own terms. Stable Clerk is not liable for any failure, downtime, or loss arising from Third-Party Services, including disruptions to public blockchain networks.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, STABLE CLERK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STABLE CLERK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STABLE CLERK OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
STABLE CLERK'S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CLIENT TO STABLE CLERK IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section 12 apply regardless of the theory of liability (contract, tort, including negligence, strict liability, or otherwise) and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless Stable Clerk and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Client's use of the Services in violation of these Terms or applicable law; (b) Client's products or services; (c) Client's relationship with its end users; (d) Client's breach of any representation, warranty, or obligation under these Terms; or (e) any claim that Client's content or data infringes the intellectual property or other rights of a third party.

14. Term and Termination

14.1 Term. These Terms commence on the date you first accept them and continue until terminated as set forth herein.

14.2 Termination for Convenience. Either party may terminate these Terms (or any Order Form) for any reason upon thirty (30) days' prior written notice.

14.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Stable Clerk may also immediately suspend or terminate Client's access to the Services without notice if (a) Client violates Section 4.2 (Restrictions) or Section 5 (Compliance), (b) continued provision of the Services may expose Stable Clerk to legal or regulatory risk, or (c) Stable Clerk reasonably believes Client's account has been compromised.

14.4 Effect of Termination. Upon termination, Client's right to access and use the Services immediately terminates. Client must cease all use of the Services and API keys. Each party will, upon request, destroy or return the other party's Confidential Information. Sections 2.2, 7, 8, 9, 11, 12, 13, 15, and 16 will survive termination.

14.5 Fees Upon Termination. Termination does not excuse Client from paying any Fees that accrued before the effective date of termination.

15. Dispute Resolution; Arbitration

15.1 Informal Resolution. Before filing any formal proceeding, the parties agree to attempt to resolve any dispute informally by notifying the other party of the dispute in writing and engaging in good-faith negotiations for at least thirty (30) days.

15.2 Binding Arbitration. Except for claims for injunctive or equitable relief or claims relating to intellectual property rights (which may be brought in any court of competent jurisdiction), any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims $250,000 or above). The arbitration will be conducted by a single neutral arbitrator. The place of arbitration will be Delaware. The language of the arbitration will be English. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver. Each party waives any right to participate in a class, collective, or representative action, whether as a class representative, class member, or otherwise, with respect to any dispute covered by Section 15.2.

16. General

16.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any action not subject to arbitration under Section 15.

16.2 Entire Agreement. These Terms, together with any Order Forms and incorporated documents (including the Privacy Policy and any DPA), constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

16.3 Order of Precedence. In the event of a conflict between these Terms and any Order Form, the Order Form controls for that Order Form only.

16.4 Amendment. Stable Clerk may amend these Terms as described in Section 1. Client may not amend these Terms except by a written instrument signed by authorized representatives of both parties.

16.5 Waiver. Failure by either party to exercise any right under these Terms will not constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.

16.6 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.7 Assignment. Client may not assign or transfer these Terms or any of its rights or obligations hereunder without Stable Clerk's prior written consent. Stable Clerk may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this Section is void.

16.8 Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, blockchain network outages, or third-party service failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

16.9 Notices. Legal notices under these Terms must be in writing and sent to info@stableclerk.com (for notices to Stable Clerk) or to the email address associated with Client's account (for notices to Client). Notices are effective upon confirmed receipt.

16.10 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

16.11 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties. Nothing herein is intended to confer any rights or remedies on any third party.

16.12 Export Controls. Client agrees to comply with all applicable export control and sanctions laws and regulations, including the Export Administration Regulations and the sanctions programs administered by OFAC.