Terms of Service
Terms of Service
Last Revised October 2025
These Terms of Service (these “Terms”) explain the terms and conditions by which you may access and use our website, https://usx.capital (the “Website”) and any subdomains, products and services associated with it, operated by or on behalf of ZK (BVI) Limited, an entity incorporated in the British Virgin Islands (the “Company, “we” or “us”).
By accessing or using the Website, you signify that you have read, understand, and agree to be bound by these Terms in its entirety. If you do not agree, you are not authorized to access or use the Website and should not use the Website.
BY USING THE WEBSITE, INCLUDING BUT NOT LIMITED TO BY CONNECTING A WALLET (AS DEFINED BELOW) PURSUANT TO THE TERMS AND PROCESSES DESCRIBED HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS IN ITS ENTIRETY. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN DECISION REGARDING YOUR USE OF THE WEBSITE. ANY USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK AND IT IS YOUR SOLE RESPONSIBILITY TO SEEK APPROPRIATE PROFESSIONAL, LEGAL, TAX, AND OTHER ADVICE WHERE APPLICABLE.
BY USING THE WEBSITE, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO, INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT IN THESE TERMS. IN NO EVENT SHALL WE OR ANY OF OUR CONTRACTORS, AGENTS, OR ANY INDIVIDUALS ACTING UNDER OUR INSTRUCTIONS BE HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES, OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE.
Eligibility and Restrictions
To access or use the Website, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old or otherwise) and have the full right, power, and authority to enter into and comply with these Terms on behalf of yourself and any company or legal entity for which you may access or use the Website.
You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of the Website will fully comply with all applicable laws and regulations, and that you will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity.
You are solely responsible for ensuring that your use of the Website complies with all applicable laws, regulations, and restrictions in your jurisdiction. We do not guarantee the availability or legality of the Website or its functionalities in all jurisdictions. We reserve the sole and absolute right to prevent any person from accessing it, based on its determination that such person may be ineligible or may be engaged in any conduct that the Company considers harmful, unlawful, inappropriate, or unacceptable.
Changes to the Terms of Use
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make any material modifications, we will indicate this by updating the date at the top of the Agreement and by maintaining a current version of the Terms at https://usx.capital. All modifications will be effective when they are posted, and your continued accessing or use of the Website will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using the Website.
The Services
The Website provides access to a set of decentralized smart contracts available on the Scroll blockchain that, amongst other functionalities (the “Protocol”), allow users to, via a third-party wallet application (e.g., Metamask) (i) mint USX, a USD pegged stablecoin at a 1:1 ratio per USD deposited (“USX”), (ii) mint sUSX, a staked version of USX that accrues benefits, and (iii) burn any of these tokens in order to regain an equivalent amount of USDC. Documentation relevant to the Website and the Protocol are available at https://docs.usx.capital (the “Documentation”).
To access the Website, you must use a non-custodial wallet (your “Wallet”), which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service with respect to the applicable terms of service of such third parties. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your Wallet to our Website, you agree to be bound by these Terms and all of the terms incorporated herein by reference. The Company accepts no responsibility or liability to you in connection with your use of your Wallet or data provided to you in consummating transactions using a Wallet, and makes no representations and warranties regarding how the Website or Protocol will interact with any specific Wallet. The private keys and/or seed phrases necessary to access the assets held in a Wallet are not held by or known to the Company. Accordingly, we have no ability to help you access or recover your private keys and/or seed phrases for your Wallet.
Additionally, other third party technologies may be required to be used or interacted with in order to interact with the Protocol (collectively the “Third-Party Tools”). These are not part of the Website or Protocol, and your use of such Third-Party Tools are entirely at your own risk. The Website is separate and distinct from the Protocol and any Third-Party Tools. For more information about these third party technologies and the risks involved, please see Section 4.
The USX minting and sUSX staking smart contract is maintained by us. The Website displays relevant data provided pertaining to these two smart contracts, including any references to APY. These are estimates made in good faith, and should not be construed as a guaranteed APY. We reserve the right to restrict the acquisition of USX and/or sUSX from residents of certain jurisdictions, which includes but is not limited to the United States, China, Cuba, Iran, North Korea, Syria, Russia, the Crimea, Donetsk and Luhansk regions of Ukraine, and any other nation that is the subject or target of comprehensive economic sanctions or embargoes under international export controls and sanctions laws (a “Restricted Jurisdiction”).
In connection with your use of the Website and Protocol, you accept and understand that you are required to pay all fees necessary for interacting with the Ethereum or any other applicable blockchain, including transaction costs, as well as any other fees reflected on the Website at the time of your use of the Website or Protocol. Where relevant, although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Website and Protocol and interact with the Ethereum or any other applicable blockchain.
Third Party Services and Materials
4.1 The Website and Protocol may display, include or make available services, content, data, information, applications or materials from third parties or provide links to certain third party websites (“Third-Party Services and Materials”). The Company does not endorse any Third-Party Services and Materials. You agree that your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials, as applicable. The Company is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Services and Materials. The Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials or websites. You irrevocably waive any claim against the Company with respect to such Third-Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services and Materials, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services and Materials.
4.2 In particular:
Your use of the Website and Protocol will require you to link your Wallet. This is a Wallet that is owned and controlled by you, and you maintain sole custody over your own assets. The Company makes no representations or warranties in relation to how the Website and Protocol will operate with your Wallet.
The Website and Protocol, also make use of products and functionalities from third parties platforms, including without limitation Blend. In particular, a vault created and managed by Blend is used to hold the initial USDC you may deposit, in order to mint USX.
The Website and Protocol may allow you to access other parts of Blend’s technology and smart contracts, or other third party services or products not mentioned here.
4.3 By using our Website and Protocol, you:
Acknowledge and agree that you have read, agreed and understood your the terms of use of your Wallet provider, as well as any other third parties, including without limitation Blend’s Terms of Use (the details of which can be found at https://blend.money/terms-of-service.
Acknowledge and agree that we make no representations with respect to the services of your Wallet provider or any other third parties, including without limitation Blend, whether in the context of their own offerings or in conjunction with the Website and Protocol and your use thereof; and
Shall indemnify and hold harmless the Company, its subsidiaries, affiliates, and all of its respective employees, agents, directors and officers, from and against any and all financial losses, liabilities, direct and indirect damages, claims, costs and expenses that result from your use of Third-Party Services and Materials.
4.4 IN NO CIRCUMSTANCES SHALL THE COMPANY, THE PROTOCOL OR WEBSITE BE CONSTRUED AS A BANK, BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE WEBSITE DOES NOT FACILITATE TRANSACTIONS BETWEEN BUYERS AND SELLERS. NEITHER THE COMPANY, THE PROTOCOL NOR THE WEBSITE PROVIDES FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER, AND YOU SHOULD NOT CONSIDER ANY CONTENT CONTAINED IN THESE TERMS OR OTHERWISE POSTED ON THE WEBSITE TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX OR OTHER ADVICE.
General Agreement and Acknowledgement
You represent and warrant that you have read and understood these Terms, and you agree that they are legal, valid and binding obligations enforceable against you.
You agree and acknowledge that you are responsible for complying with all applicable laws of the jurisdiction in which you reside or in which you are accessing the Website and Protocol.
You represent and warrant that you are not (i) a Prohibited Person (as defined in the Schedule 1); (ii) directly or indirectly owned or controlled by, or acting for or on behalf of, a Prohibited Person; or (iii) located, organized, operating, or residing in, or accessing the Website or Protocol from, a Restricted Jurisdiction.
You represent, warrant, and covenant that your use of the Website and Protocol does not and will not violate, or cause the Company to violate, any applicable laws, including without limitation, any export controls and sanctions laws (as defined in the Terms of Services).
You agree not to: (i) make any representations, warranties or guarantees on our behalf or with respect to the Company, the Website or the Protocol, or any content or data contained on the Website; (ii) make any false or misleading representations with regard to the Company, the Website or the Protocol or any content or data contained on the Website; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Website or Protocol.
You represent and warrant that you possess adequate financial and technical knowledge to understand the inherent risks associated with using cryptographic and blockchain-based systems, and purchasing and holding cryptocurrency. You should have a sufficient understanding of digital assets and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You understand that the markets for digital assets are nascent and highly volatile, and that various risk factors such as adoption, speculation, technology, security, and regulation can impact their value. You also acknowledge the risk of fake tokens, including those that falsely claim to represent projects. Smart contract transactions are executed automatically and are irreversible once confirmed. You acknowledge that the cost and speed of transacting with blockchain-based systems such as Scroll or Ethereum can vary significantly, and you accept the risks associated with selecting to trade in expert modes, which may result in price slippage and higher costs.
You agree to assume full responsibility for all the risks associated with accessing and using our Website and Protocol, and understand that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any losses resulting from your use of our Website or the Protocol. These risks include, but are not limited to: (i) Loss of access to cryptocurrency due to loss of private key(s), custodial error, or user error; (ii) Vulnerability to mining or blockchain attacks; (iii) Exposure to hacking, security weaknesses, or exploits; (iv) Potential for unfavorable regulatory actions in one or more jurisdictions; (v) Complications related to taxation and accounting of digital assets; (vi) Susceptibility to unexpected or volatile market behavior; (vii) Vulnerability to smart contract bugs or weaknesses; (viii) High volatility in cryptocurrency markets, potentially causing significant fluctuations in asset value; (ix) Experimental nature of smart contract technology, which may contain unforeseen bugs or vulnerabilities; (x) Irreversibility of blockchain transactions and potential for high fees during network congestion; (xi) Lack of control over the underlying Ethereum network, with no guarantee of its performance or security; (xii) Variability and uncertainty of staking rewards; (xiii) Uncertain and changing regulatory landscape for cryptocurrency and DeFi services, potentially impacting the legality or availability of our Website and Protocol; (xiv) You acknowledge that this list is not exhaustive and that there may be additional risks not listed here or that may not be foreseeable at this time.
You acknowledge that you have read the risks highlighted in this Section 5 and in Schedule 1, and have understood and accepted them.
You agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of your assets held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Website, please notify us immediately.
You acknowledge that cryptocurrencies are cryptographically signed to keep them secure, however, this encrypted coding merely identifies the digital asset itself, without identifying the underlying owner. Thus, the holder of the cryptocurrency encryption keys becomes its owner, and there is no coding in the asset identifying who the rightful owner is. While the cryptographic signatures are meant to keep the cryptocurrency secure, the lack of an identity feature means if a cryptocurrency is stolen from the wallet, there is no way for the public to identify it. You agree and acknowledge that the Company is not responsible for any theft or loss of asset occurred in connection with using the Website or the desktop application even if the loss of funds was a result of errors in protocol codes that can lead to a freeze of assets or inability to collect tokens, or cyberattack that exploited certain vulnerabilities of the Website.
You represent and warrant that you are acting for your own account and on your own initiative, and are not relying on any communication (written or oral) from us as solicitation, recommendation, marketing, promotion or investment or similar advice.
You represent and warrant that you understand that the Company, the Website or the Protocol does not offer or provide any financial services or financial products, including (but not limited to) services or products related to securities, commodities or investments of any kind.
You agree and acknowledge that your access to or use of the Website and the Protocol is at your own risk, and you understand and agree to assume full responsibility for any and all risks of such access and use.
Disclaimers, Limitations of Liability and Indemnification
6.1 Disclaimers. Your access to and use of the Website and the Protocol are at your own risk. You understand and agree that the Website, Protocol, and any other services we may provide in the process are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, beneficial owners, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”), DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE WEBSITE, PROTOCOL OR ANY OTHER SERVICES WE MAY PROVIDE IN THE PROCESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website and the Protocol; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website or the Protocol; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; and (d) whether the Website or the Protocol will meet your requirements or be available on an uninterrupted, secure or error-free basis.
No advice or information, whether oral or written, obtained from the Company or through the Website or Protocol, will create any warranty or representation not expressly made herein. You agree and understand that all transfers and any other actions you perform through the Website and the Protocol are considered unsolicited, which means that you have not received any investment advice from us in connection with any such action, and, unless we have expressly done otherwise, we have not actively solicited your use of the Website and Protocol.
All information provided by the Website and the Protocol is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action solely based on any information contained in the Website or Protocol, without performing your own research. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.
6.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS, BENEFICIAL OWNERS OR AFFILIATES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE OR THE PROTOCOL), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE AND THE PROTOCOL OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE OR THE PROTOCOL. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
6.3 Indemnification. By entering into these Terms and accessing our Website our Protocol, you agree that you shall defend, indemnify and hold the Company and the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company or the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Website and Protocol; or (d) your negligence or willful misconduct. If you are obligated to indemnify the Company or any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
6.4 Third Party Beneficiaries. You and the Company acknowledge and agree that the Company Entities are third party beneficiaries of these Terms.
Arbitration and Dispute Resolution
8.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING REQUIRING YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND/OR THE COMPANY ENTITIES.
8.2 In the event of any potential or actual dispute between you and the Company or company entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before any arbitration is initiated by any party.
8.3 If the potential or actual dispute is unable to be solved, the Parties shall then refer the dispute to an arbitration process. Any such dispute arising out of, related or connected to the Website, the Protocol otherwise, shall be settled by arbitration under the BVI IAC Arbitration Rules (the Rules), by three arbitrators, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this section. The language of arbitration will be English. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the Claim is frivolous, then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to legal@usx.capital. The notice must be sent to the Company within thirty (30) days of your first accessing the Website and Protocol or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
8.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS SECTION ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.
Risk Statement and Disclosures
Please ensure that you have read, understood, and agree to the risks that are inherent in using the Protocol, as set out in Schedule 1 below. By continuing your access to our Website and your use of our Protocol, you represent and warrant that you accept and agree to these risks.
Additional Provisions
9.1 The Company may, in its sole discretion, suspend or terminate your access to or use of any of the Website and Protocol, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any act that is illegal under any applicable laws or would be harmful to the Company, the Website or the Protocol (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of these Terms; (iv) if you are a Prohibited Person and/or reside in a Prohibited Jurisdiction; and/or (v) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.
9.2 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
9.3 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Website and Protocol, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
9.4 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms are governed by the laws of the British Virgin Islands, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the courts in the British Virgin Islands.
9.5 Should you have any questions or concerns, you may contact us at legal@usx.capital.
Schedule 1
Additional Definitions Risk Disclosures
Section 1: Additional Definitions
In relation to this set of Terms:
a) A “Prohibited Person” means (i) any individual, entity, or wallet address that has been determined by competent authority to be the subject or target of any prohibition or restriction under export controls and sanctions laws; (ii) the government, including any political subdivision, agency, or instrumentality thereof, of any Sanctioned Jurisdiction or Venezuela; (iii) any individual or entity located, organized, operating, or residing in any Restricted Jurisdiction; (iv) any individual, entity, or wallet address that has been identified on the OFAC Specially Designated Nationals and Blocked Persons List or Consolidated Sanctions List, or designated on any similar list or order published by the U.S. government or any other applicable governmental authority, including, without limitation, the Denied Persons List, Entity List, Unverified List, or Military End User List of the U.S. Department of Commerce, or the Debarred List or Nonproliferation Sanctions List of the U.S. Department of State; and (v) any individual, entity, or wallet address owned or controlled by, or that acts for or on behalf of, any of the foregoing.
Section 2: Important Legal Disclosures and Risk Disclaimers
In addition to the risks highlighted in the Section 5 of the Agreement, these disclosures inform users, holders, and participants (collectively, “you”) about the further risks and legal considerations associated with the Protocol, including USX, sUSX, and any other tokens that may be issued in relation to the Protocol.
The Protocol operates on the Scroll network using zero-knowledge proof infrastructure, with deposits off-ramped to an asset manager employing a crypto market-neutral arbitrage strategy. This strategy includes spot-futures arbitrage, calendar spread arbitrage, cross-exchange arbitrage, and statistical arbitrage, enhanced by machine learning. Yields accrue only to sUSX holders, with a protocol fee funding an on-chain insurance fund. Participation involves significant risks, including total loss of value. These disclosures are not exhaustive and should not be construed as legal, financial, tax, or investment advice.
Investment and Financial Risks
Volatility and Loss of Value: USX and sUSX are volatile digital assets. USX may deviate from its 1:1 USD peg due to market conditions, collateral issues, or strategy performance. sUSX value may depend on yields, which may be negative or zero. USXg has no intrinsic value and may become worthless.
Strategy-Specific Risks: The off-chain crypto market-neutral arbitrage strategy, managed by a regulated asset manager, aims to exploit pricing inefficiencies (click here https://scroll-zkp.gitbook.io/usx/protocol/mechanism-of-strategies for more detail) but is subject to significant risks:
Spot-Futures Arbitrage Risks: Price discrepancies may vanish due to market volatility, futures margin calls, or exchange-specific issues (e.g., liquidity shortages, forced liquidations). Rollover risks in futures contracts may lead to losses.
Calendar Spread Arbitrage Risks: Mispricings between futures expirations may not materialize or reverse, especially during low liquidity or high volatility. Contract expirations may incur unexpected costs.
Cross-Exchange Arbitrage Risks: Pricing gaps across exchanges may be affected by latency, withdrawal restrictions, or cross-border regulatory differences. Exchange insolvency or downtime could prevent execution.
Statistical Arbitrage Risks: Quantitative models relying on mean-reverting relationships may fail if correlations break down or markets diverge. Model assumptions may not hold in extreme conditions.
Machine Learning Risks: Advanced machine learning models used for entry/exit optimization and risk management may suffer from overfitting (performing poorly on new data), data biases (e.g., skewed historical data), or model drift (becoming outdated as markets evolve). Errors in data inputs or algorithmic failures could amplify losses.
Unified Capital Pool Risks: The pooling of funds for off-chain strategies may lead to allocation inefficiencies or cross-contamination of losses across arbitrage types, reducing yields or causing losses for sUSX holders.
General Arbitrage Risks: Arbitrage opportunities may disappear due to market efficiency, competition, or technological failures. Execution errors, latency, or exchange downtime could result in losses. The strategy’s market-neutral design does not guarantee zero correlation with crypto or economic markets, and performance may align with broader downturns.
Yield and Staking Risks (sUSX-Specific): sUSX, an ERC4626 vault token, accrues net returns from off-chain investments. Yields are not guaranteed, may be negative (e.g., due to strategy losses, fees, or downturns), and depend on the asset manager’s performance. Staking involves lock-ups, potential slashing, or loss from peg deviations. Non-staked USX holders receive no yields, amplifying sUSX risk exposure. Unstaking may return less than the initial amount.
Governance Risks (USXg-Specific): USXg enables voting on Protocol decisions (e.g., fees, strategies). Outcomes may favor large holders (centralization risk) or lead to adverse changes (e.g., fee hikes, strategy shifts reducing USX/sUSX value). USXg has no economic rights and may dilute through emissions or forks.
Insurance Fund Risks: The on-chain insurance fund, funded by protocol fees, aims to absorb peg shocks but is not guaranteed to be sufficient, liquid, or accessible. It may only cover specific events (e.g., peg deviations, not insolvency) and is subject to market risks and governance decisions (via USXg voting). Fund size and composition are not publicly guaranteed and may be inadequate.
Collateral Risks (USX-Specific): USX is backed by USDT and USDC, which may depreciate, face redemption issues, or be blacklisted by issuers (e.g., Tether or Circle). Tether’s reserve transparency issues or Circle’s U.S. regulatory compliance (e.g., AML requirements) could destabilize USX.
Liquidity Risks: Tokens may become illiquid, with delayed or suspended redemptions due to market conditions, Scroll network issues, or reserve shortages.
Counterparty and Operational Risks: Off-ramping exposes the Protocol to asset manager insolvency, fraud, or mismanagement. Third-party platforms (exchanges, custodians, Scroll validators) may face hacks, downtime, or errors. Zero-knowledge proofs or ERC4626 contracts may have bugs or cryptographic failures.
Smart Contract Risks: The ERC4626 standard for sUSX may have vulnerabilities (e.g., reentrancy attacks, rounding errors). Zero-knowledge proofs rely on cryptographic assumptions that could fail, compromising privacy or funds. Smart contracts have been audited by [insert firm, if applicable], but audits do not eliminate all risks of exploits or losses.
Technology and Blockchain Risks: The Scroll network may face forks, congestion, or vulnerabilities. Transactions are irreversible; errors (e.g., wrong addresses) cannot be undone.
Correlation Risks: The strategy may correlate with crypto or economic downturns despite its market-neutral design, especially during extreme volatility.
No Guarantees or Protections
No Government Backing or Insurance: Tokens are not legal tender, not government-backed, and not insured (e.g., FDIC, SIPC). No recourse exists in insolvency.
Performance Guarantees: No assurance of peg stability, yields, or governance efficacy. Past performance does not predict future results. Claims of “market-neutral” or “low-correlation” returns are not guarantees and may not hold in all market conditions. References to other protocols, if any, are illustrative only and do not imply similar performance, risks, or outcomes.
Redemption and Yield Guarantees: Redemptions or yields are not guaranteed and may be limited by fees, markets, or reserves.
Regulatory and Compliance Risks
Evolving Regulations: Stablecoin, staking, and governance token regulations are uncertain and may restrict or prohibit the Protocol (e.g., MiCA in EU, Stablecoins Ordinance in Hong Kong, U.S. GENIUS Act). The asset manager’s SEC registration (if applicable) may trigger securities laws, such as Investment Advisers Act or Commodity Exchange Act requirements, and we reserve the right to halt or alter access to the Website and Protocol if necessary to comply with such laws.
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