These Terms of Service (the "Terms") form a binding agreement between Alpha Collective, Inc., a Delaware corporation doing business as Stable Genius ("Stable Genius," "we," "us," or "our"), and you, the merchant accepting these Terms (the "Merchant," "you," or "your").
These Terms govern your access to and use of the Stable Genius payment processing software, hardware, websites, applications, and related services (collectively, the "Service"). By creating an account, activating a payment terminal, or otherwise using the Service, you represent that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, and the fees posted at stablegenius.co/pricing, which are incorporated by reference.
If you do not agree to these Terms, do not use the Service.
If you are accepting these Terms on behalf of a business entity, you represent that you have authority to bind that entity, and "Merchant" refers to that entity.
IMPORTANT: SECTION 27 CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS-ACTION WAIVER. PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF ACCEPTING THESE TERMS (SEE SECTION 28).
To use the Service, you represent and warrant that:
(a) You are at least 18 years of age;
(b) You are a resident of, or a business entity formed in, the United States, and your principal place of business is in the United States or a US territory;
(c) You have the legal capacity and authority to enter into these Terms;
(d) You are not located in, and you will not use the Service while located in, any country or territory that is the subject of comprehensive US sanctions (including, at the time of these Terms, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other jurisdictions added from time to time);
(e) You are not, and you are not majority-owned or controlled by, a person or entity identified on the US Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List, or any other applicable sanctions or denied-persons list;
(f) You will use the Service only for lawful business purposes in connection with the sale of goods or services by your business; and
(g) You have not previously been suspended or terminated from the Service.
Stable Genius may, in its sole discretion, refuse to provide the Service to any person or entity and may change its eligibility criteria at any time.
The Service is a Non-Custodial payment processing platform. This means:
(a) The Merchant retains ownership and control of the Merchant's funds at all times. Stable Genius does not hold, store, or have access to the private keys that control the Merchant Wallet.
(b) The Merchant Wallet is provided through a third-party wallet infrastructure provider. Private key management is performed by that provider, and the Merchant is entitled to export the Merchant's private key and access the Merchant Wallet independently of the Service at any time after completing identity verification as described in Section 6.
(c) Stable Genius cannot freeze, seize, reverse, reassign, or otherwise restrict access to the Merchant's funds held in the Merchant Wallet or at a Payment Address. Account-level actions taken by Stable Genius (such as suspension under Section 15) are service-level controls that affect your access to the Stable Genius dashboard, automated settlement, and related features; they do not affect your on-chain access to your wallet or funds.
(d) Stable Genius's role is limited to providing software, hardware, and operational services that (i) facilitate the receipt of Stablecoin payments at smart contracts assigned to the Merchant, (ii) deduct platform fees at settlement, and (iii) initiate transfers to the Merchant's designated settlement destination through Third-Party Services.
(e) Stable Genius is not a bank, broker-dealer, money transmitter, money services business, custodian, investment adviser, or financial institution. Stable Genius does not provide banking, lending, investment, or custody services.
(f) If Stable Genius ceases operations, the Merchant retains the ability to recover funds held at a Payment Address by calling the smart contract's emergency withdrawal function directly from the Merchant Wallet. This capability is built into the smart contract and cannot be paused, disabled, or overridden by Stable Genius.
To use the Service, you must create an Account and provide information including your business name, contact email, business type (individual sole proprietor or business entity), business category, business address, and other information we reasonably request. You agree to provide accurate, current, and complete information, and to update that information as it changes. Providing false or misleading information is a material breach of these Terms.
Before you can withdraw funds through the Service or, in our discretion, before you can process payments, you must complete identity verification through our identity verification partner. This may include, depending on your business type, verification of personal identity (for sole proprietors) and/or verification of the business, its beneficial owners, and its authorized representatives.
Identity verification is conducted by a third-party partner under its own terms and privacy policy. Stable Genius does not directly collect or store government-issued identification documents, social security numbers, or equivalent identifiers. You consent to the sharing of information between Stable Genius and the identity verification partner as necessary to complete verification.
We may request additional information or documentation at any time, including in response to changes in your transaction volume, risk profile, or as otherwise required by Applicable Law. Failure to timely provide requested information may result in limitations on your Account, including suspension of withdrawals or termination.
You are responsible for maintaining the confidentiality of your Account credentials, including email access, authentication codes, and any private key exported from the Merchant Wallet. You agree to notify us promptly if you suspect unauthorized access to your Account. Stable Genius is not liable for any loss arising from your failure to maintain the security of your credentials.
When you create an Account, a Merchant Wallet is created on your behalf using a third-party wallet infrastructure provider. The private key controlling the Merchant Wallet is secured by the wallet infrastructure provider. Stable Genius does not have access to the private key.
You may export your private key through the Service's settings after completing identity verification (including a one-time email verification). Once exported, you have full and independent control of the Merchant Wallet outside of the Service. You are solely responsible for the security of any exported private key. Stable Genius has no ability to recover lost, stolen, or destroyed private keys.
Regardless of the status of your Account (including any suspension), you retain the ability to interact with the Merchant Wallet and the Payment Address directly on the Blockchain Network using any compatible wallet or tool. This on-chain access cannot be blocked or revoked by Stable Genius.
You are solely responsible for any transfer of funds you initiate from the Merchant Wallet, including the accuracy of destination addresses. Blockchain transfers are generally irreversible. Stable Genius cannot recover funds sent to an incorrect address.
When an End Customer pays using the Service, the Stablecoin is sent by the End Customer to the Payment Address assigned to the Merchant. The Service then settles the payment, which includes deducting applicable platform fees (see Section 8) and routing the net proceeds to the Merchant Wallet. Settlement typically occurs within seconds of on-chain receipt, but actual settlement times depend on Blockchain Network conditions and are not guaranteed.
Terminal confirmations (such as audible beeps, visual confirmations, or receipts) indicate that a Stablecoin payment has been observed on the applicable Blockchain Network. They do not constitute a guarantee of final settlement, compliance clearance, or availability of funds. A payment may be subject to further review as described in Section 13.
All payments processed under these Terms must be routed through the Service's designated payment flow (including Terminal-generated QR codes, Service-provided payment links, or the Service's application programming interfaces). Payments received directly by the Merchant Wallet outside of the Service's designated flow are not processed by the Service, are not subject to the Service's fee schedule or transaction records, and are solely the responsibility of the Merchant. The Merchant agrees not to direct End Customers to pay to addresses that bypass the Service's designated payment flow (see Section 16).
Stablecoin and blockchain transactions are, by their nature, generally irreversible once confirmed. Stable Genius cannot reverse, revoke, or cancel a completed on-chain transaction. Any refund or adjustment must be processed by the Merchant as a new transaction (see Section 18).
Stablecoins are issued by third parties, not by Stable Genius. While Stablecoins are designed to maintain a 1:1 peg with the US Dollar, their value may fluctuate and is not guaranteed by Stable Genius. Stable Genius makes no representation regarding the solvency, reserves, redemption rights, or price stability of any Stablecoin.
Our current fees are posted at stablegenius.co/pricing and are incorporated into these Terms by reference. Fees include a platform fee charged on payments processed through the Service. Withdrawals from the Merchant Wallet (whether to a linked US bank account or to an external self-custodied wallet) are not currently subject to additional Stable Genius withdrawal fees; however, Blockchain Network gas fees and Third-Party Service fees may apply.
Platform fees are calculated on the gross Stablecoin amount received and are deducted at settlement, before the net amount is deposited into the Merchant Wallet. Fee calculations are visible to the Merchant in the Service's dashboard.
We may change our fees upon at least 30 days' prior notice to your registered email address or through the Service. Fee changes apply only to payments processed after the effective date of the change and are not retroactive. Your continued use of the Service following the effective date constitutes acceptance of the new fees. If you do not agree to a fee change, your remedy is to stop using the Service and withdraw your funds.
You are responsible for any fees imposed by Third-Party Services (including the wallet infrastructure provider, the identity verification partner, the off-ramp provider, and the Blockchain Network), as well as any taxes, duties, or levies imposed on you in connection with your use of the Service. Stable Genius does not collect or remit taxes on your behalf.
Platform fees are not charged on emergency fund recoveries initiated under Section 12.
You may withdraw funds from the Merchant Wallet to either (a) a linked US bank account you own, via an ACH transfer that typically settles in one to three business days, or (b) an external cryptocurrency wallet address you own, via an on-chain transfer on a supported Blockchain Network. You may also elect to have withdrawals occur on an automated schedule.
Conversion of Stablecoins to USD and ACH transfers to your bank account are provided by an off-ramp and banking partner (a registered money services business or similar regulated entity). That partner operates under its own terms, privacy policy, and regulatory obligations. Its terms and privacy policy apply to those services, and Stable Genius is not responsible for the off-ramp partner's actions or omissions.
You are solely responsible for the accuracy of any bank account information or external wallet address you provide. Stable Genius cannot recover funds sent to an incorrect destination. For security, changes to a linked bank account may be subject to a confirmation hold period before new automated withdrawals are processed to the new destination.
If a bank transfer fails or is returned, we will attempt to retry on the next withdrawal cycle. After three consecutive failed transfers to the same bank account, automated withdrawals will be paused and you will be notified to update your banking information.
Withdrawal availability depends on the uptime and operations of Third-Party Services. Stable Genius does not guarantee the availability, speed, or success of any withdrawal.
You may purchase Terminal hardware from Stable Genius or through an authorized reseller at the then-current price and payment terms published at stablegenius.co/pricing, which may include installment options through a third-party commerce provider. Payment processing for Terminal purchases is performed by that commerce provider under its own terms.
Title and risk of loss for Terminal hardware sold to you pass upon delivery to the shipping carrier. You are responsible for any loss, damage, or theft occurring after that point, subject to carrier policies.
The software and firmware installed on the Terminal, and any updates provided by Stable Genius, are licensed (not sold) to you. Stable Genius grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Terminal software solely in connection with the Service and solely for your internal business purposes, for the duration of your active Account. You may not reverse-engineer, decompile, disassemble, modify, or create derivative works of the Terminal software, except as permitted by non-waivable Applicable Law.
We may deliver updates to the Terminal software and firmware remotely. You agree to accept updates necessary for security, compliance, or functionality. You understand that declining updates may degrade or disable the Terminal.
Payment Addresses assigned to the Terminal are configured by Stable Genius and may not be modified by the Merchant. Tampering with the Terminal, rooting or jailbreaking the device, modifying its software or firmware, or altering the Terminal's payment routing is strictly prohibited and voids any warranty. Such actions may also violate these Terms (see Section 16).
The Terminal requires a functioning internet connection (WiFi or cellular) and adequate electrical power to operate. You are responsible for providing suitable operating conditions. Stable Genius is not responsible for Terminal malfunction caused by environmental factors, network outages, power failures, or conditions outside the Terminal's published operating specifications.
THE TERMINAL IS CURRENTLY OFFERED AS A BETA PRODUCT. Features, functionality, and specifications may change. You acknowledge that beta hardware may contain defects and may not operate as intended in all circumstances.
Subject to Section 11.3 and Section 11.4, Stable Genius warrants that, for a period of ninety (90) days from the date of delivery (the "Warranty Period"), the Terminal will be free from material defects in materials and workmanship under normal use. If a valid warranty claim is made during the Warranty Period, Stable Genius will, at its option and as your sole and exclusive remedy, repair or replace the defective Terminal (with a new or refurbished unit of equivalent function). Replacement Terminals are warranted for the remainder of the original Warranty Period or 30 days, whichever is longer.
This warranty does not cover, and Stable Genius will have no obligation under this warranty with respect to, damage or failure resulting from: (a) accident, misuse, neglect, abuse, or negligence; (b) use outside published operating specifications; (c) unauthorized modification, repair, or tampering (including rooting, jailbreaking, or software modification); (d) exposure to liquids, extreme temperatures, or other environmental conditions outside specifications; (e) normal wear and tear (including battery degradation, screen wear, and cosmetic damage); (f) commercial rental, sublease, or use by anyone other than the original purchaser; or (g) force majeure events.
To make a warranty claim, contact support@stablegenius.co during the Warranty Period with a description of the issue, proof of purchase, and the Terminal's serial number. We may require you to return the Terminal for inspection. You are responsible for return shipping costs unless a defect covered by this warranty is confirmed, in which case Stable Genius will reimburse reasonable return shipping costs.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THIS SECTION 11, THE TERMINAL IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STABLE GENIUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some states do not allow the exclusion of implied warranties, in which case such implied warranties are limited in duration to the Warranty Period to the fullest extent permitted by law. This warranty gives you specific legal rights, and you may have other rights that vary by state.
This warranty applies only to the Terminal hardware. Software, firmware, cloud services, and other elements of the Service are provided subject to Section 23 (Disclaimers).
If automated settlement is not functioning as expected, you may initiate an emergency fund recovery from the Service's settings page. This transfers the balance held at the Payment Address to the Merchant Wallet. In-service emergency recovery requires identity verification (including an email one-time passcode) and may be rate-limited to prevent abuse (for example, limited to three uses per 24-hour period).
You may also invoke the smart contract's emergency withdrawal function directly on-chain from the Merchant Wallet using any compatible wallet or tool, without logging into the Service. This function is permissionless with respect to the Merchant Wallet (meaning only the Merchant Wallet can call it successfully), cannot be paused or disabled by Stable Genius, and is available even if Stable Genius's servers are offline. Stable Genius is not required to support or provide technical assistance for direct on-chain recovery.
No platform fee is charged on funds recovered via emergency fund recovery. You receive the full gross amount of any unsettled payments.
Stable Genius screens payments and transactions for compliance with US sanctions laws (including the OFAC Specially Designated Nationals and Blocked Persons List) and applicable anti-money-laundering requirements. Screening may be conducted directly by Stable Genius or by Third-Party Services acting on its behalf.
If a payment is flagged by compliance screening, Stable Genius may delay or withhold settlement pending review. You will be notified via the Service's dashboard and/or your registered email. Stable Genius does not freeze or seize funds. Flagged Stablecoin payments remain at the Payment Address and can be recovered by the Merchant via the emergency withdrawal function described in Section 12, subject to any restrictions required by Applicable Law.
The off-ramp and banking partner conducts its own sanctions and anti-money-laundering screening on conversions from Stablecoins to USD and on bank transfers. Funds that cannot clear off-ramp screening may be returned and will not be converted to USD through the Service.
Stable Genius may take any action required by Applicable Law or by order of a governmental or regulatory authority, including refusing to process any payment, refusing service, disclosing information, or terminating an Account. In such cases, Stable Genius's disclosure obligations to you may be limited by Applicable Law.
You may use the Service only for lawful business purposes. You may not use the Service for any unlawful, fraudulent, or harmful purpose, including but not limited to:
(a) Money laundering, terrorist financing, sanctions evasion, tax evasion, or any other financial crime;
(b) The sale of illegal goods or services, or goods and services that violate Applicable Law in the jurisdiction of the sale or delivery;
(c) Firearms, ammunition, or weapons components sold outside applicable licensing regimes; explosives; controlled substances sold outside applicable licensing regimes; counterfeit goods or goods that infringe intellectual property rights;
(d) Unlicensed gambling, lotteries, or games of chance;
(e) Adult content or services offered in violation of Applicable Law;
(f) Multi-level marketing, pyramid schemes, Ponzi schemes, or investment schemes offered without appropriate regulatory authorization;
(g) Unauthorized financial services, unregistered securities offerings, unregistered money transmission, or investment advice offered without required licenses;
(h) Any activity that violates these Terms.
The Service is a business payment processing platform. You represent that all payments processed through the Service are for bona fide goods or services provided by your business. The Service is not a peer-to-peer remittance service, a gift-giving service, or a tool for transferring funds between personal wallets.
Stable Genius may, in its sole discretion, refuse to process any transaction, refuse service to any Merchant, or impose additional restrictions on any Account if it determines, in good faith, that doing so is necessary to comply with Applicable Law or to prevent harm.
We may suspend your Account at any time, with or without notice, if we reasonably believe: (a) you have materially breached these Terms; (b) your Account is associated with fraudulent, illegal, or sanctions-related activity; (c) you have failed to complete or maintain identity verification; (d) continued service would violate Applicable Law or expose Stable Genius to legal risk; or (e) suspension is otherwise necessary to protect Stable Genius, other Merchants, or the integrity of the Service.
Suspension disables service features including dashboard access, automated settlement, automated withdrawals, gas sponsorship (if applicable), and new device registration. Suspension does not affect your on-chain access to the Merchant Wallet or your ability to invoke the emergency withdrawal function on the smart contract. Suspension is a service-level control, not a freeze on your funds.
We may terminate these Terms and your Account upon at least 30 days' prior written notice (or, in cases involving Applicable Law, suspected fraud or illegality, or material breach, immediately and without prior notice). Upon termination, you should withdraw your funds and export your private key.
You may deactivate your Account at any time through the Service's settings, subject to: (a) zero balance in the Merchant Wallet; (b) no pending withdrawals; and (c) identity verification via email one-time passcode. Upon deactivation, login access is removed, associated devices are disconnected, automated withdrawals are disabled, and your email address is released for future re-registration. Your exported private key, on-chain wallet, and Payment Address continue to be accessible to you independently of the Service.
Upon termination or deactivation, your license to use the Service ends. Sections that by their nature should survive (including Sections 2, 4, 7.4, 7.5, 14, 17, 18, 21, 22, 23, 24, 25, 27, 28, 32, 34, and 35) survive termination.
As described in Section 9 of the Privacy Policy, we retain certain transaction and financial records for at least five (5) years following Account closure to comply with record-keeping obligations, including those that may apply under the Bank Secrecy Act and related regulations.
You agree not to take any action intended to circumvent, disable, or interfere with the Service's payment processing, fee collection, compliance screening, or security mechanisms. Prohibited circumvention includes, without limitation:
(a) Modifying, removing, or replacing Terminal software, firmware, or configuration;
(b) Altering QR code contents or payment routing so that payments bypass the Service's designated payment flow;
(c) Instructing or encouraging End Customers to send payments directly to the Merchant Wallet address or to any address other than the Payment Address;
(d) Using the Service's branding, Terminal hardware, or materials to induce payments that do not flow through the Service's designated payment flow;
(e) Using automated tools, scripts, or integrations to access the Service in violation of these Terms or the Service's documentation;
(f) Attempting to gain unauthorized access to any portion of the Service or to another Merchant's Account.
Violation of this Section 16 is a material breach of these Terms and may result in immediate suspension or termination.
Blockchain transactions are generally irreversible. The Service does not provide chargeback functionality. Once a payment has settled, it cannot be reversed by Stable Genius.
Refunds, when available, are initiated solely at the Merchant's discretion by sending a new Stablecoin transaction from the Merchant Wallet to the End Customer's wallet address. Stable Genius does not initiate refunds on behalf of the Merchant. Platform fees on the original payment are not returned on a refund.
Disputes between the Merchant and an End Customer (including disputes over goods, services, quality, delivery, returns, or refunds) are solely between the Merchant and the End Customer. Stable Genius is not a party to those disputes and has no obligation to mediate, arbitrate, or resolve them. Upon reasonable request, Stable Genius will provide transaction records available to us to assist in resolving disputes.
Stable Genius (and its licensors) owns all right, title, and interest in and to the Service, including all software, firmware, hardware designs, documentation, websites, APIs, user interfaces, trademarks, service marks, logos, and all related intellectual property. No rights are granted to you other than the limited license expressly set forth in these Terms.
Subject to these Terms, Stable Genius grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your Account solely for your internal business purposes.
Smart contracts deployed by Stable Genius on public Blockchain Networks are, by the nature of those networks, publicly viewable and verifiable. Public viewability of smart contract source code or bytecode does not constitute a license to copy, fork, modify, redeploy, or otherwise exploit the smart contracts or their associated systems for any purpose.
You retain ownership of any Content you submit to the Service (for example, business name, business logo, or product information). You grant Stable Genius a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and process your Content solely as necessary to provide the Service.
If you provide suggestions, comments, or other feedback about the Service, you grant Stable Genius a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without restriction.
End Customers are not parties to these Terms. Stable Genius does not operate any account or contractual relationship with End Customers. The Merchant is solely responsible for its relationships with its End Customers, including disclosures, receipts, consumer protection obligations, and dispute resolution. Any terms displayed to End Customers through the Service (for example, at a payment page) may include limited terms and a privacy notice describing the processing of blockchain transaction data.
The Service integrates with, and depends on, third-party services, including without limitation: a wallet infrastructure provider, an identity verification partner, an off-ramp and banking partner, Blockchain Networks, stablecoin issuers, and various hosting, analytics, and infrastructure providers (collectively, "Third-Party Services"). Third-Party Services are provided by their respective providers under their own terms and privacy policies. Stable Genius does not control, endorse, or guarantee the performance of any Third-Party Service, and Stable Genius is not responsible for any Third-Party Service's acts, omissions, outages, policy changes, or discontinuation. If a Third-Party Service is discontinued, Stable Genius may transition to an alternative provider; during any such transition, you retain access to your Merchant Wallet and on-chain funds via your exported private key.
The Service is provided on an "as available" basis. We use commercially reasonable efforts to maintain availability and target (but do not guarantee) 99.9% uptime for core dashboard and API functionality. The Service may be unavailable or degraded due to scheduled maintenance, unscheduled outages, network conditions, issues with Third-Party Services, Blockchain Network conditions, force majeure events, or other causes. Stable Genius does not offer service-level credits, uptime guarantees, or SLA remedies, and you have no right to monetary damages, credits, or specific performance based on downtime, delays, or service unavailability.
Funds held in the Merchant Wallet or at a Payment Address are held on the Blockchain Network and are not affected by downtime of Stable Genius's servers.
The Service, and any information provided in connection with the Service, is for informational purposes only and does not constitute: (a) investment advice or a recommendation to buy, sell, or hold any asset; (b) legal advice; (c) tax advice; (d) accounting advice; or (e) any other form of professional advice. You are solely responsible for obtaining independent legal, tax, accounting, and financial advice relevant to your business and your use of the Service.
Stable Genius does not represent that the Service is suitable for your particular business, jurisdiction, or regulatory obligations. You are responsible for your own compliance with all Applicable Law, including without limitation sales tax collection and remittance, consumer protection laws, licensing requirements, and tax reporting.
You represent and warrant, on a continuing basis, that: (a) you have the full legal capacity and authority to enter into and perform under these Terms; (b) all information you provide to Stable Genius is accurate, complete, and current; (c) your use of the Service complies with all Applicable Law; (d) you hold all licenses, permits, and authorizations required to operate your business and sell the goods or services you sell through the Service; (e) you are not subject to any sanction or restriction that would prohibit your use of the Service; and (f) you will not use the Service in any manner that violates these Terms or any third party's rights.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STABLE GENIUS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, STABLE GENIUS DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; (B) ANY DATA WILL BE ACCURATE, RELIABLE, OR COMPLETE; (C) THE SERVICE WILL MEET YOUR REQUIREMENTS; (D) ANY STABLECOIN WILL MAINTAIN ITS PEG OR VALUE; (E) ANY BLOCKCHAIN NETWORK WILL OPERATE AS EXPECTED OR REMAIN AVAILABLE; OR (F) THIRD-PARTY SERVICES WILL PERFORM AS EXPECTED.
YOU ACKNOWLEDGE THAT THE USE OF BLOCKCHAIN-BASED FINANCIAL TECHNOLOGY INVOLVES MATERIAL RISKS, INCLUDING WITHOUT LIMITATION THE RISK OF SMART CONTRACT BUGS, NETWORK CONGESTION, NETWORK FORKS OR REORGANIZATIONS, STABLECOIN DE-PEGGING, ISSUER INSOLVENCY, REGULATORY CHANGES, AND LOSS OF PRIVATE KEYS. YOU ASSUME ALL SUCH RISKS.
Some jurisdictions do not allow the exclusion of certain warranties. To the extent such jurisdictions apply to you, some of the above exclusions may not apply, and you may have additional rights.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) NEITHER STABLE GENIUS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY AND EVEN IF STABLE GENIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) STABLE GENIUS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (i) THE PLATFORM FEES PAID BY YOU TO STABLE GENIUS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS ($100).
(c) WITHOUT LIMITING THE FOREGOING, STABLE GENIUS IS NOT LIABLE FOR: (i) LOSSES ARISING FROM BLOCKCHAIN NETWORK CONGESTION, GAS PRICE VOLATILITY, REORGANIZATIONS, FORKS, CONSENSUS FAILURES, OR OTHER NETWORK-LEVEL EVENTS; (ii) LOSSES ARISING FROM YOUR PROVISION OF INCORRECT BANK ACCOUNT OR WALLET INFORMATION; (iii) LOSSES ARISING FROM THIRD-PARTY SERVICE OUTAGES, POLICY CHANGES, OR DISCONTINUATION; (iv) LOSSES ARISING FROM YOUR FAILURE TO SECURE YOUR ACCOUNT CREDENTIALS, AUTHENTICATION CODES, OR EXPORTED PRIVATE KEY; (v) LOSSES ARISING FROM STABLECOIN DE-PEGGING, DEPRECIATION, OR ISSUER INSOLVENCY; (vi) LOSSES ARISING FROM YOUR OR YOUR END CUSTOMERS' NON-COMPLIANCE WITH APPLICABLE LAW; OR (vii) LOSSES ARISING FROM A MERCHANT'S VIOLATION OF THESE TERMS.
(d) THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such jurisdictions apply to you, some of the above limitations may not apply, and you may have additional rights. Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited under Applicable Law.
You agree to indemnify, defend, and hold harmless Stable Genius, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of Applicable Law; (d) your sale of goods or services to End Customers (including consumer protection, product liability, tax, and licensing matters); (e) any Content you submit; and (f) any dispute between you and an End Customer.
Stable Genius reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Stable Genius's defense. You may not settle any claim that imposes obligations on Stable Genius without Stable Genius's prior written consent.
These Terms, and any dispute arising out of or relating to these Terms or the Service, are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating arbitration, you and Stable Genius agree to attempt in good faith to resolve any dispute by sending a written notice to the other party (to legal@stablegenius.co for Stable Genius, or to the email address on your Account for the Merchant) describing the dispute and the requested relief. If the dispute is not resolved within sixty (60) days after receipt of the notice, either party may initiate arbitration.
Except as set forth in Section 27.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding arbitration, rather than in court. The arbitration will be administered by JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures (or Streamlined Arbitration Rules, if applicable based on the amount in controversy). The arbitration will be conducted by a single arbitrator. The seat and location of the arbitration will be San Francisco, California, unless the parties agree otherwise; the arbitrator may hold hearings by telephone or video at the parties' request. Judgment on the award may be entered in any court of competent jurisdiction.
YOU AND STABLE GENIUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF THIS SUBSECTION AS TO ANY PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED FROM ARBITRATION AND BROUGHT IN COURT, AND THE REMAINING CLAIMS WILL BE RESOLVED IN ARBITRATION.
YOU AND STABLE GENIUS ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
Either party may bring: (a) an individual action in small claims court for claims within that court's jurisdiction; and (b) an action in court for injunctive or equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, or to enforce confidentiality obligations, and for related ancillary relief.
This Section 27 is subject to the Federal Arbitration Act. If any provision of this Section 27 is held unenforceable, the unenforceable provision will be severed to the smallest extent necessary, and the remaining provisions will continue in full force.
You may opt out of the arbitration agreement and class-action waiver in Section 27 by sending an email to legal@stablegenius.co within thirty (30) days after you first accept these Terms. Your email must include your name, the name of your business, the email associated with your Account, and a clear statement that you are opting out of arbitration. If you opt out, neither party will be obligated to arbitrate Disputes, and Disputes will be resolved in the courts described in Section 33.4.
We may update these Terms from time to time. We will post the updated Terms with a new "Last Updated" date and, for material changes, will provide at least 30 days' notice via email to your registered email address or through the Service. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, your remedy is to stop using the Service and, if applicable, withdraw your funds and deactivate your Account.
Notwithstanding the foregoing, changes that materially reduce the Non-Custodial nature of the Service (for example, transitioning to a custodial arrangement in which Stable Genius would hold merchant private keys) will require your affirmative opt-in; the current Terms will continue to apply to you unless and until you affirmatively accept the new arrangement.
Notices to you may be given by email to your registered email address or by posting on the Service. Notices to Stable Genius must be sent to legal@stablegenius.co with a copy by US mail to the address listed in Section 34. A notice is deemed given when sent (if by email) or three business days after mailing (if by mail).
Neither party will be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, pandemic, strikes, labor disputes, internet or telecommunications outages, power outages, failures of Third-Party Services, or Blockchain Network failures.
You may not assign or transfer these Terms or your Account, in whole or in part, without Stable Genius's prior written consent. Any attempted assignment in violation of this Section is void. Stable Genius may assign these Terms without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
These Terms, together with the Privacy Policy and the pricing page referenced herein, constitute the entire agreement between you and Stable Genius regarding the Service and supersede all prior agreements and understandings on that subject.
Failure to enforce any provision is not a waiver of that provision. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be enforced to the maximum extent permitted by law.
These Terms do not create any third-party beneficiary rights, except that Stable Genius's affiliates, officers, directors, employees, and licensors are intended third-party beneficiaries of Sections 24 (Disclaimers), 25 (Limitation of Liability), and 26 (Indemnification).
For any Dispute not subject to arbitration under Section 27 (including small claims and intellectual property actions, and any claim by a Merchant that has validly opted out under Section 28), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware (or, at the plaintiff's election for small-claims actions, the small claims court in the defendant's county of residence or principal place of business).
Headings are for reference only and do not affect interpretation.
You agree to comply with all applicable US export control and sanctions laws in connection with your use of the Service.
You consent to receive communications from us electronically, and you agree that electronic agreements, notices, disclosures, and other communications satisfy any legal requirement that those communications be in writing.
Alpha Collective, Inc. (dba Stable Genius), 1 Pine Street, Apt. 2209, San Francisco, CA, 94111
Provisions of these Terms that by their nature should survive termination (including definitions; Sections 4 (as to historical statements), 7.4, 7.5, 8.4, 15.4, 15.5, 17, 18, 22, 23, 24, 25, 26, 27, 28, 32, 33, and 34) survive any expiration or termination of these Terms.
End of Terms of Service.
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