1. The Services And The Protocols

The Interface connects users to the River ("the Protocol"), a publicly available Bitcoin-backed stablecoin and staking mechanism. The Interface facilitates interactions with the Protocol, but you may also engage with the Protocol independently using other tools. The Protocol’s functionalities include minting the satUSD stablecoin, staking Bitcoin-backed assets, and participating in governance via OSHI and sOSHI tokens.

Non-Custodial Services

The Interface is a non-custodial platform. You are solely responsible for the custody and security of your Digital Assets, including private keys, wallet credentials, and seed phrases. We do not control, access, or manage your Digital Assets and disclaim any liability for their security or loss due to your actions or third-party compromise.

Transactions and Fees

Transactions initiated through the Interface are executed by the Protocol on the relevant blockchain. Network fees apply and are non-refundable. Estimates provided by the Interface may vary from actual costs. If you lock Bitcoin without sufficient funds for unbonding or withdrawal, those assets may become permanently inaccessible. We bear no liability for such outcomes.

2. Eligibility

• You are at least 18 years old and have the legal capacity to agree to these Terms.
• You possess the technical knowledge to understand the risks associated with blockchain technology, including interacting with the Protocol.
• You are fully aware of the risks associated with using blockchain technology, digital assets, and DeFi protocols, including interacting with the Protocol and the possibility of loss of funds.
• You will comply with all applicable laws and regulations related to the use of the Services in your jurisdiction.
• You are not a resident or entity located in a jurisdiction embargoed or sanctioned by the United Nations, the United States, the European Union, or other applicable authorities ("Restricted Territories").
  
• You are not on any sanctions list maintained by these authorities ("Sanctions List Persons"). You do not reside in the United States, Canada, or other excluded jurisdictions ("Excluded Jurisdictions").
  
• You will not access the Services using tools such as VPNs to circumvent geographic restrictions.
  
• You will not engage in illegal, fraudulent, or malicious activity, including but not limited to market manipulation, hacking, or exploiting vulnerabilities within the protocol.
  

3. Content And Permitted Use

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement of such Content, contained in the Services is owned, controlled, or licensed by or to us and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

Our trade names and logos are trademarks or registered trademarks of ours. All other names and logos on the Services are trademarks or registered trademarks of their respective owners, where applicable. References to any third party-owned trademarks on or in the Services are for informational purposes only and are not intended to indicate or imply any affiliation, association, sponsorship, or endorsement by any owners of such third party-owned trademarks.

4. Certain Risks

You acknowledge, agree to, and assume the following risks and matters:

5. No Warranty, No Representations

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Your access and use of the Services are at your own risk. There is no representation or warranty that access to the Services will be continuous, uninterrupted, timely, or secure; that the information contained in the Services will be accurate, reliable, complete, or current; or that the Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement made in connection with the Services should be treated as creating any warranty concerning the Services. There is no endorsement, guarantee, or assumption of responsibility for any advertisements, offers, or statements made by third parties concerning the Services.

Further, there are no representations or warranties regarding the quality, origin, or ownership of any Content found on or available through the Services. Provider Parties will have no liability for any errors, misrepresentations, or omissions in, of, or about the Content, nor for the availability of the Content. Provider Parties will not be liable for any losses, injuries, or damages from the use, inability to use, or the display of the Content.

6. License To Use The Services

Subject to the terms and conditions of these Terms and your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license, limited as set forth in these Terms, to use the Interface, API, and Website. This is not a license to copy, distribute, transmit digitally, publicly perform, publicly display, or make derivative works of the underlying software.

7. Third-Party Offerings And Content

References, links, or referrals to or connections with or reliance on third-party resources, products, services, or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Services. In addition, third parties may offer promotions related to the Interface. Provider does not endorse or assume any responsibility for any activities, resources, products, services, content, or promotions owned, controlled, operated, or sponsored by third parties. If users access any such resources, products, services, or content or participate in any such promotions, users do so solely at their own risk. You hereby expressly waive and release Provider Parties from all liability arising from your use of any such resources, products, services, or content or participation in any such promotions.

We operate social media pages on third-party networks and have social media icons on our Services. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.

8. Modifications And Termination

We reserve the right to modify, suspend, or discontinue the Services, in whole or in part, at any time and without notice. This includes the ability to add new products or services, alter existing ones, or remove functionality, features, or entire modules. Any changes made to the Services may affect users' ability to access certain features, and we will not be liable for any losses incurred as a result.

We may terminate or suspend your access to the Services if you violate these Terms or engage in any conduct deemed harmful, illegal, or in violation of the purpose of the River, at our sole discretion. Termination will result in the immediate cessation of access to your account and any associated services. Users may terminate their own accounts by notifying us directly.

Upon termination, whether by you or us, all rights granted to you under these Terms will cease immediately, and you must promptly discontinue use of the Services. You will remain liable for any obligations incurred before the termination date.

9. Tax Issues

The tax consequences of purchasing, selling, holding, transferring, or utilizing Digital Assets such as satUSD, OSHI, sOSHI, and any other assets on the platform are uncertain and may vary based on jurisdiction. You assume full responsibility for understanding and complying with your local tax obligations and are solely liable for any tax consequences arising from your use of the Services. River makes no representation or warranty regarding the tax treatment of transactions involving the Services.

10. Limitation Of Liability

To the fullest extent permitted by applicable law, River and its affiliates, officers, employees, and agents (collectively, "Provider Parties") will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to the use or inability to use the Services, including, but not limited to, loss of profits, data, or goodwill. This limitation applies even if Provider Parties were advised of the possibility of such damages.

In no event will the total liability of the Provider Parties exceed the amount of one hundred US dollars (US$100.00), regardless of the cause or form of action, whether in contract, tort, or otherwise.

Some jurisdictions do not allow the exclusion of certain liabilities, so these limitations may not apply to you in full.

11. Indemnification

You agree to defend, indemnify, and hold harmless the Provider Parties from any claims, demands, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Services.
• Your violation of these Terms or any other agreement with River.
• Your infringement of any third-party rights, including intellectual property rights.
  

Some jurisdictions do not allow the exclusion of certain liabilities, so these limitations may not apply to you in full.

12. Dispute Resolution; Arbitration Agreement

Please review the arbitration provisions in this Section 12 of the Terms carefully (the "Arbitration Agreement"). By agreeing to these Terms, you consent to resolve disputes with River, its affiliates, successors, and assigns, as well as their respective officers, directors, employees, agents, and representatives (collectively, the "River Parties") through arbitration, limiting the available means of seeking relief from the River Parties.

Informal Dispute Resolution

In the event of a dispute between you and the River Parties regarding the Services or these Terms (a "Dispute"), we are committed to resolving it in good faith. Most disputes can be resolved by contacting us via email at [email] ("Our Address"). If an issue cannot be resolved informally, you may send a written Notice of Dispute to Our Address. The Notice must outline the nature of the dispute and the specific relief sought.

If the Dispute is not resolved within sixty (60) calendar days from receipt of the Notice, either party may initiate arbitration proceedings. This informal resolution process is a requirement before proceeding with arbitration.

Applicability of Arbitration Agreement

Any unresolved disputes, claims, or controversies arising from or related to the Services, these Terms, or any actions/omissions that may involve River, including disputes about arbitrability, will be exclusively and finally settled by arbitration under the rules of the Cayman International Mediation and Arbitration Centre (CIMAC).

This Arbitration Agreement will remain in effect even after the termination of these Terms, any Services, or any relationship you have with the River.

Additional Terms for Arbitration

The following terms apply to any arbitration proceeding under this Agreement:

• Arbitration will be conducted before a single neutral arbitrator unless either party requests three arbitrators, in which case three neutral arbitrators will conduct the arbitration.
• The arbitration will be in English.
• The seat of arbitration will be the Cayman Islands.
  
• The arbitrator(s) will determine all issues, including the scope, enforceability, and arbitrability of this Arbitration Agreement.
  
• Any judgment or award made by the arbitrator(s) may be entered in any court with jurisdiction over the matter.
  
• Both parties agree to maintain the confidentiality of the arbitration proceedings and not disclose any information to third parties, except as necessary for the arbitration process or enforcement of an award. This confidentiality obligation survives the termination of these Terms and the arbitration process.
  

We reserve the right to modify this Arbitration Agreement at any time, with such modifications taking effect immediately upon posting the updated Agreement. If you disagree with the changes, you may opt out by emailing us within 30 days of the update. Continued use of the Services after changes are posted will be considered acceptance of the updated Arbitration Agreement.

Class Action Waiver; Jury Trial Waiver

You agree that all disputes and claims will be resolved individually and not as part of a class action, collective action, or representative proceeding. The arbitrator will not consolidate your claims with those of any other party or oversee any representative action.

In cases where a dispute must be resolved in court rather than arbitration, both parties waive the right to a jury trial and agree to submit to the exclusive jurisdiction of the courts in the Cayman Islands.

Exclusions

Notwithstanding the above, either you or River may seek injunctive or equitable relief in connection with intellectual property disputes (such as copyrights, trademarks, trade secrets, or patents) in a court with competent jurisdiction.

13. Governing Law

These Terms and any disputes arising under them shall be governed by the laws of the Cayman Islands, without regard to its conflict of law principles. Except as set forth in Section 12 ("Dispute Resolution; Arbitration Agreement"), the exclusive jurisdiction for any disputes shall be the courts of the Cayman Islands, and you waive any objection to jurisdiction or venue in such courts.

14. Miscellaneous

The term "or" in this Agreement has an inclusive meaning, equivalent to "and/or". The terms "include" and "including" will be followed by the phrase "without limitation", unless explicitly stated otherwise.

Section headings are provided for convenience and reference only, and they should not be used to interpret or construe any part of this Agreement.

The word "will" in this Agreement reflects a current obligation or a future obligation that arises from the context in which it is used.

All provisions of these Terms are severable. If any provision is deemed unenforceable or invalid, the remaining provisions will remain valid and enforceable.

Failure to insist upon strict performance of any provision of these Terms does not constitute a waiver of any right to enforce such provision in the future. Any waiver must be in writing to be effective.

The parties declare that they have required that these Terms and all related documents, either present or future, be drafted in English only.

These Terms do not confer any rights or remedies on third parties.

No joint venture, partnership, employment, or agency relationship exists between you and River as a result of these Terms or your use of the Services.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is expressly excluded.

If you are entering into these Terms on behalf of a company, entity, group, or association, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree with these Terms, you must not accept them and cannot use the Services.

These Terms, together with the Privacy Policy, represent the entire agreement between you and River with respect to the subject matter. They supersede any prior communications, understandings, or agreements, whether written or oral, regarding the Services. However, if any provision of these Terms conflicts with a direct agreement you have entered into with River, the provision that is more favourable to River will govern.