Terms and Conditions for USD+

1. INTRODUCTION

By clicking "Accept" on the website when presented with these Terms and/or by using our products and services and/or by holding USD+, you are agreeing to these Terms and Conditions ("Terms") which govern the relationship between you and Dinari, Inc. and its subsidiaries ("Dinari" or "we"), the issuer of the USD+ (as defined below) and the operator of the Platform (as defined below). These Terms of Service should be read in conjunction with the Privacy Policy. Please read and understand these Terms before accessing or using our products and services or holding USD+. By registering for an account, accessing or using the Platform, or purchasing, holding, or using USD+, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree with these Terms, you must not use the Platform or USD+.

These Terms may be updated by Dinari from time to time. When we do so, we will post a notice on our website or through other appropriate means. In the event of a material update (as determined by us in our sole and absolute discretion), we will give you thirty (30) days' notice in advance by posting a notice on the Platform or through other appropriate means. When you click "Accept" on the Platform when presented with the updated Terms in accordance with this paragraph or when you continue to use the Platform or USD+ after any such changes, this action constitutes your acceptance of the updated Terms. If you do not agree to any updated Terms, you must stop using the Platform and USD+ immediately.

We may (in our sole and absolute discretion) make any non-material updates to these Terms, including modifications to these Terms that do not impact your use of the USD+, the Platform and our products and services. Any such modification will become effective immediately upon our giving notice through the Platform or through other appropriate means.

We may make an update or modification to these terms without prior advance notice if it is required (as determined by us in our sole and absolute discretion), for reasons of security, legal or regulatory compliance (which includes but is not limited to reasons of compliance with any law, regulation, order from a court of competent jurisdiction or direction from our regulator). Such changes will become effective immediately. We will endeavor to notify you through the Platform or through other appropriate means as soon as possible thereafter.

We may update and change the Platform from time to time to change our products and services to better meet the needs of our users and our business. We will try to give you reasonable notice of any material changes.

PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL CUSTOMERS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

If you have any questions or concerns about these Terms or our products services, please contact us at legal@dinari.com.

2. DEFINITIONS

"AML" means anti-money laundering, including all Laws applicable to the parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including but not limited to the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.

"CTF" means counter-terrorist financing.

"CRS" means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information.

"Economic Sanctions" means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the website.

"FATCA" means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and

“FATCA IGA" means an intergovernmental agreement entered into by the United States and another jurisdiction to implement FATCA.

"Government" means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise.

"Platform” is the portal accessible through our website that allows users to purchase and redeem USD+, as well as the API version with the same functionality.

"Primary Users" are persons who have registered for an account, are accessing or using the Platform, or are purchasing, holding, or using USD+ and which have direct access to purchase and redeem USD+ from Dinari. These users have access to the Platform, in the form of web access or API access, to purchase and redeem USD+.

“Sanctions List" means the "Specially Designated Nationals and Blocked Persons" ("SDN") List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States or any other jurisdiction or Government, as applicable to you or to the website or Platform, as amended, supplemented, or substituted from time to time;

"Sanctioned Person" refers to any person or digital token address that is: (i) specifically listed in any Sanctions List; or (ii) directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a wallet associated with such person or persons, referred to in any Sanctions List, or Government or official of such Government of any Restricted Jurisdiction, and (iii) that is not subject to any Government approval or otherwise not sanctioned, restricted, or penalized under applicable Laws;

"Secondary Users" are holders of USD+ that do not have access to purchase or redeem USD+ directly with Dinari until they open and are approved for a Dinari account.

"USD+" is a digital asset (being an ERC20 token), issued by Dinari that operates natively in the Ethereum blockchains (other blockchains may be added in the future, with due notice to users). One USD+ can be redeemed at a fixed value of one U.S. Dollar by any user, as long as an account is opened and the transaction falls into the Terms and Conditions laid herein.

"USD+ Reserves" are an equivalent amount of U.S. Dollar-denominated assets held by Dinari on behalf of, and for the benefit of, eligible users backing the USD+ which are managed by Dinari in conjunction with a regulated broker and custodian. Such reserves are composed mostly by short term US treasuries and in smaller portions in the form of deposits in regulated banks and other low risk stablecoins that Dinari accepts as a means to purchase USD+ (currently only USDC is accepted). Under no circumstance are USD+ Reserves commingled with Dinari operational assets.

"User" or "you" are Primary Users and/or Secondary Users as the context requires, for Institutions, the term “you” or “user” also includes the institution and an authorized representative of such institution.

"U.S. Person" means any of the following:

1. A U.S. Citizen or U.S. Resident, which includes:

  1. U.S. citizens;
  2. U.S. lawful permanent residents;
  3. Individuals who meet the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);
  4. Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or
  5. Individuals who hold a passport issued by the U.S. Government;

2. A corporation, partnership, or other entity established or organized in or under the laws of the United States;

3. Any estate of a decedent who was a citizen or a resident of the U.S.;

4. Any trust if:

  1. A court within the U.S. is able to exercise primary supervision over the administration of the trust, and
  2. One or more U.S. Persons (as otherwise defined herein) have the authority to control all substantial decisions of the trust;

5. Any person or entity organized or incorporated outside the U.S. and its territories or insular possessions in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly:

  1. Holds a 50 percent or greater equity interest by votes or value;
  2. Holds a majority of seats or memberships on the board of directors of the entity; or
  3. Authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of such person or entity.

3. ACCOUNT REGISTRATION

3.1.  Eligibility. To be eligible to open an account with Dinari and use our services, including the USD+ token, you must meet the following criteria:

3.2.  Restricted Locations, Access and Services: To be eligible to open an account with Dinari and use our services, including the USD+ token, you must meet the following criteria:

3.3. ​Account Information: Upon registering for an account with Dinari, you will be required to provide accurate, complete, and up-to-date information. This information may include, but is not limited to, a name, address, contact details, tax identification number, entity formation documents, and additionally for institutions, information about the authorized representative, such as their name, title, and contact information. You agree to promptly update any account information if there are changes or if Dinari requests it.

3.4. Account Security: You are responsible for maintaining the confidentiality of all account credentials, including username and password. You must take reasonable steps to protect the security of your account and prevent unauthorized access or use. This includes, but is not limited to, using strong and unique passwords, enabling two-factor authentication (2FA), and securing the devices used to access your account. You agree to notify Dinari immediately of any unauthorized access or use of your account, or any other security breach you become aware of. DINARI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR FAILURE TO COMPLY WITH THESE ACCOUNT SECURITY REQUIREMENTS.

4. PRIVACY POLICY

4.1.  Overview: Dinari is committed to protecting the privacy and security of your personal and institutional information. Our Privacy Policy explains how we collect, use, store, and disclose your information when you access or use the Platform or the USD+ token. By agreeing to these Terms, you also agree to the terms of our Privacy Policy, which is incorporated herein by reference.

4.2.  International Transfers: Your information may be transferred to, stored, and processed in countries other than your own, where data protection laws may differ. By using our services, you consent to the transfer of your information to countries outside of your jurisdiction. Certain jurisdictions have enacted laws to protect and empower consumers with respect to their data and personal information. You may have additional rights regarding the personal information we collect and use based on your residency. This area of law is evolving – if you would like to know what laws your jurisdiction has enacted (or is considering), there are many resources available, such as those found on the United Nations Conference on Trade and Development.

4.3.  Law Enforcement Requests:  time to time, Dinari may receive information requests about its Users from law enforcement agencies around the world. When Dinari is contacted, law enforcement is generally interested in two types of data: information about a user’s identity and information about their activities using our tokens. As well, as part of their investigation, law enforcement may be interested in requesting that an address is frozen. When Dinari receives an information request, we require that it be accompanied by appropriate legal process. This can vary by jurisdiction. For example, production orders, search warrants, and subpoenas, but also requests for voluntary disclosure of data may all amount to legal process. Dinari reviews each order and request for voluntary disclosure to determine that it has valid legal basis and that any response is narrowly tailored to ensure that only the data to which law enforcement is entitled is provided. Similarly, requests to freeze Dinari addresses should be accompanied by appropriate legal process. Dinari also reserves the right to make disclosures to authorities in order to protect itself, any affiliated entities, and its Users.Dinari welcomes inquiries from law enforcement agencies about its policies and procedures. Please contact us at legal@dinari.com.

4.4.  Withdrawals and Deposits: In the course of processing and sending any withdrawals, or when processing and receiving deposits, we may be required to share your personal information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Dinari to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Dinari from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending tokens, including USD+, off of the website or Platform. Digital token transactions are not reversible. Once you send digital tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those digital tokens indefinitely or permanently. You acknowledge that Dinari may delay or suspend redemption under various circumstances, including but not limited to, in the event that Dinari determines that you have engaged in a Prohibited Transaction (as defined in Section 12); when Dinari is directed to do so by any Government; if your wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when Dianri believes that someone is attempting to gain unauthorized access to your wallet or other account or wallet.  Digital tokens are not legal tender and are not backed by any Government. Digital Tokens are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (SIPC) protections.

4.5.  Changes to Privacy Policy: We may update our Privacy Policy from time to time. We will notify you of any significant changes by posting a notice on our website or through other appropriate means. Your continued use of our services after any such changes constitutes your acceptance of the updated Privacy Policy. If you do not agree to any changes in the Privacy Policy, you must stop using our services.

5. SERVICES

5.1.  USD+: Dinari issues the USD+, which is a digital asset designed to facilitate transactions within the blockchain ecosystem. Users can purchase, hold, and redeem USD+ on the Platform. Primary users can redeem one USD+ for a price equal to one U.S. Dollar on our Platform. USD+ is held either (1) in your external wallet and not by a hosted Dinari wallet or (2) if and when Dinari offers a hosted wallet service, in a hosted wallet pursuant to the terms for such hosted wallet.

5.2.  Staked USD+: Staked USD+ accrues rewards for holders of Staked USD+ in accordance with these Terms. The rewards distributed for Staked USD+ (as may be changed from time to time by Dinari in our sole discretion) will be set out on the Platform. Staked USD+ increases the number of USD+ for which Staked USD+ can be redeemed. Rewards are distributed to the Staked USD+ contract when available. You will not be entitled to receive any interest or other fees on any Staked USD+ held in your account other than as set out in this, even if we receive interest or other amounts from any third parties on the USD+ Reserves we hold. You acknowledge and agree that interest or other amounts earned in respect of the USD+ Reserves that do not form part of the rewards as set out in this paragraph is paid to Dinari as a management fee and no USD+ holder has an entitlement to such amounts. 

5.3.  No Reversal: Digital currency transfers cannot be reversed once they have been broadcast to the relevant blockchain, although they may be in a pending state and designated accordingly, while the transaction is processed by network operators. Dinari does not control any blockchain or digital asset network and makes no guarantees that a Digital Asset Transfer will be confirmed by a digital asset network. Dinari may refuse to process or cancel any pending Outbound Transfers as required by law or any court or other authority to which Dinari is subject in any jurisdiction. Additionally, Dinari may require you to wait some amount of time after completion of a Digital Asset Transfer before permitting you to use further products and services of Dinari and/or before permitting you to engage in transactions beyond certain volume limits. 

5.4.  Funding Review: We reserve the right to investigate the source of any funds in your account and determine, in our sole and absolute discretion, how to handle the disposition of those funds. If a review is needed, then this may delay the settlement of these funds. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with applicable laws and regulations and in our sole discretion, which may include, but is not limited to, returning them to the destination of their origin.

5.5.  Limitations: By using the services provided by Dinari, you acknowledge and agree that the availability and functionality of these products and services may be subject to limitations, delays, and other issues inherent in the use of blockchain technology, digital assets, compliance and speed of services of vendors, especially financial partners. Dinari is not responsible for any losses or damages arising from such issues, and your use of our products and services is at your own risk. 

5.6.  Availability: Dinari strives to provide consistent and reliable access to our products and services. However, we cannot guarantee that our products and services will be available at all times, without interruption, or that they will always function as intended. By using our products and services, you acknowledge and accept the risk of potential service disruptions or unavailability.

6. FEES AND CHARGES

6.1.  Fee Structure: Dinari provides transparency in its fee structure by ensuring that all fees, including those charged by the company and any applicable partners, are netted from the yield quoted to users. By using our services, you acknowledge and agree that the yield displayed to you already accounts for these fees, providing a clear understanding of the net yield you can expect

6.2.  Fee Changes: Dinari reserves the right to change fees on a daily basis, in line with market conditions.

6.3.  Third-Party Fees: Dinari passes through transactional fees to users. This can include transfer fees related to blockchain transactions, as well as banking fees.

7. TRANSACTIONS

7.1 . Limits: To ensure the security and compliance of our platform, Dinari may impose basic transaction limits for users on a daily or weekly basis as detailed on our Platform. Higher transaction limits can be requested by submitting a request through our platform. Please note that any increase in transaction limit is subject to additional due diligence by Dinari. We reserve the right to approve or deny limit increase requests at our sole and absolute discretion, based on the results of our assessment and compliance with our internal policies and applicable regulations. By using our services, you acknowledge and agree to abide by the limitations detailed on our Platform.

7.2.  Processing: Dinari is committed to providing efficient transaction processing for our users. However, processing times may vary depending on various factors, including the blockchain network's congestion, transaction complexity, and required confirmation or settlement. While we strive to facilitate transactions promptly, we cannot guarantee immediate processing or completion of transactions.

7.3.  Withdrawal and Liquidity Service Level: Dinari keeps liquidity to facilitate 24/7 redemptions. This liquidity is sized to support business as usual redemptions. In case of large redemption flows, users will default to a T+2 business day withdrawal service level. Dinari will commit commercially reasonable efforts to maintain an appropriate service level; however, we may be subject to additional delays due to regulatory or compliance obligations and also due to the uptime (or downtime) of our financial partners.

7.4.  Errors: Users are responsible for ensuring the accuracy of transaction details, including recipient addresses, amounts, and digital asset types. Dinari is not liable for any losses or damages resulting from User errors or inaccurate transaction information. Once a transaction has been initiated, it cannot be reversed or modified. PLEASE VERIFY ALL TRANSACTION DETAILS BEFORE YOU SUBMIT THEM TO DINARI FOR PROCESSING.

7.5.  Compliance Checks: Dinari may monitor and review any transaction to ensure compliance with our policies, as well as applicable laws and regulations. We reserve the right to delay, suspend, or cancel transactions that we suspect may involve illegal or fraudulent activities or that violate our terms and conditions. If we deem necessary, in our sole and absolute discretion, or compelled by relevant authorities, we will report transactions as required or deemed necessary.

8. ACCOUNT TERMINATION AND SUSPENSION

8.1.  Termination by User: Users may terminate their account with Dinari at any time by following the account closure process provided on the Platform. Upon termination, it is the User's responsibility to withdraw or transfer all digital assets from their own wallets.

8.2.  Suspension by Dinari: We reserve the right to suspend or restrict access to your account and our services at any time, without notice, for reasons including but not limited to suspected violation of our terms and conditions, non-compliance with applicable laws and regulations, or involvement in any illegal or fraudulent activities. During the suspension period, you may not be able to access or manage your account or digital assets.

8.3.  Termination by Dinari: Dinari reserves the right to terminate your account and access to our services at our sole discretion. Reasons for termination may include, but are not limited to, breach of our terms and conditions, failure to comply with applicable laws and regulations, or involvement in any illegal or fraudulent activities.

8.4.  Consequences of Termination: Upon account termination, whether by the user or Dinari, users will lose access to all services and features provided by the Platform. Dinari will not be liable for any losses, damages, or consequences resulting from account termination.

9. USER RESPONSIBILITIES

9.1.  Compliance with local laws: Users are responsible for complying with all local laws in their specific jurisdiction, including financial, tax, and other legal obligations related to your use of our services.

9.2.  Prohibited Activities: Users of Dinari's services are prohibited from engaging in any illegal, fraudulent, or malicious activities. This includes, but is not limited to, money laundering, financing of terrorism, illegal gambling, fraud, blackmail, extortion, ransomware, or any other activities that violate applicable laws, regulations, or our terms and conditions. Dinari reserves the right to monitor and investigate any suspicious activities and may take appropriate action, including account suspension or termination, and reporting to the relevant authorities.

9.3.  User Responsibility for Account Security: Users are solely responsible for maintaining the security and confidentiality of account information, including login credentials and any other sensitive information related to their Dinari account. Users must promptly notify us of any unauthorized access to or use of their account or any other security breach. Dinari is not responsible for any losses or damages resulting from unauthorized access to an account or the use of our services by unauthorized parties.

9.4.  Reliance: Users will be bound by, and hereby authorize Dinari, directly or through a third party that we choose, to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your account regardless of whether such access is authorized or not.

10. SECURITY AND FRAUD PREVENTION

10.1.  Security: Dinari uses industry-standard measures to protect your accounts and assets, including encryption, multi-factor authentication, and regular security audits, to protect your account and digital assets from unauthorized access, loss, or theft.

10.2.  Fraud Prevention: Dinari actively monitors for signs of fraud and suspicious activities on our Platform. We may implement various tools and processes to detect and prevent fraudulent activities, such as transaction monitoring, behavior analysis, and identity verification. If we detect any suspicious activities or transactions, we may take appropriate action, including freezing the affected accounts, blocking transactions, or reporting the incident to the relevant authorities.

11. RISK FACTORS

11.1.  USD+ Reserves Risk: Dinari’s USD+ Reserves are held in U.S. Dollars and short-term US Treasuries. In the event of a default on these instruments, it could lead to loss of collateral value. The USD+ Reserves that are held in our account for and on behalf of eligible Users may be lost or inaccessible due to various factors including, without limitation, discovery of wrongful conduct, market manipulation, physical or digital attacks, insolvency of Dinari and other factors outside of our control. We aim to take steps to ensure that these reserves are as protected as possible from insolvency; for example, by segregating such funds in a bankruptcy-remote vehicle. 

11.2.  Blockchain-Related Risk: The use of blockchain technology entails inherent risks, such as irreversible transactions, which may lead to permanent loss of assets in cases of errors or unauthorized transactions.

11.3.  Fork Risk: The permissionless nature of blockchains means that existing supported blockchains may fork. Dinari will inform users in advance in case new forks are supported, so that users can track the blockchains where ownership of assets continues to be supported for redemptions.

11.4.  Smart Contract Risk: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. Dinari has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk free.

11.5.  Liquidity and Listing Risk: Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets held in your account.

11.6.  Legal Risk: Changes in laws or regulations in your jurisdiction or internationally may impact your ability to use our products and services or the legal status of your digital assets.

11.7.  Regulatory Change Risk: Any digital asset such as USD+ may decrease in value or lose all of its value due to legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets is unsettled and rapidly evolving.

11.8.  Exchange Risk: The loss or compromise of digital asset exchanges may result in the loss of your assets or disruptions to our products and services.

11.9.  Trading Risk: Trading in digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets.

11.10.  Banking Risk: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency.

11.11.  No Deposit Insurance Risk: Dinari does not provide deposit insurance, and digital assets held in your account are not insured against loss.

11.12.  Insurance Risk: We have not obtained insurance coverage in respect of our business operations.

11.13.  Third Party Platform Risk: The permissionless feature of USD+ enables 3rd party platforms to integrate without Dinari's consent. This may lead users to interacting with malicious contracts or contracts with security features that have not been assessed by Dinari. Dinari is not liable for losses related to the usage of 3rd party platforms.

11.14.  Blocked Addresses, Blacklisting and Forfeited Funds Risk: Dinari reserves the right to block certain USD+ addresses and freeze associated USD+ (temporarily or permanently) if it determines, in its sole and absolute discretion, that they may be associated with illegal activity or activity violating our Terms. If you send or receive USD+ to/from a Blocked or Blacklisted Address, Dinari may take any steps it deems necessary, including freezing the USD+ and suspending or terminating your Account. In certain cases, Dinari may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your USD+, including redemption for U.S. Dollars. Dinari may also be required to freeze USD+ or surrender associated U.S. Dollars if mandated by a legal order from a valid government authority.

11.15.  Termination Risk: You may be unable to withdraw or transfer USD+ prior to our termination of any products and services or your access to your account, in each case, resulting in the loss of any USD+ remaining in your wallet.

11.16.  Inaccuracies Risk: Any USD+ may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted contains errors, or is intended to be used for a different type of digital asset). Any USD+ may be lost if sent to a correct address but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted, or altered during transmission.

11.17.  Other Risks: There are various other risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by Dinari via the Platform, social media accounts of Dinari or its officers ("Social Media Accounts"), or any other means, including:ALL CONTENT PROVIDED IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE PLATFORM OR SOCIAL MEDIA ACCOUNTS IS A RECOMMENDATION THAT YOU PURCHASE, SELL, WITHDRAW, OR HOLD USD+ OR THAT YOU PURSUE ANY STRATEGY IN RESPECT OF USD+. NOTHING ON THE PLATFORM OR SOCIAL MEDIA ACCOUNTS IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANY OF THE CONTENT PROVIDED TO BE, TRADING, INVESTMENT, ACCOUNTING, TAX, LEGAL, OR PROFESSIONAL ADVICE OF ANY KIND.

12. PROHIBITIED TRANSACTIONS

12.1.  In connection with your holding or use of USD+, you agree not to engage in the following activities:

12.2.  Using USD+ for transactions related to the following is prohibited, and Dinari reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

12.3.  If Dinari learns you are engaging in any Prohibited Transactions, it will be considered a violation of the Terms and may result in the suspension or termination of your account, potentially leading to the forfeiture of any U.S. Dollar funds otherwise eligible for redemption. The company may also be required by law to inform authorities about such transactions and follow court orders regarding information and assets held in the account.

13. INSUFFICIENT FUNDS

13.1.  Payment Reversal: If a payment made to tokenize U.S. Dollars for USD+ is reversed after the tokenization is completed, Dinari reserves the right to: (i) retroactively cancel the tokenization and deduct the USD+ from your account, (ii) deduct such amounts from future USD+ issuances or receipts, (iii) suspend your account until resolved, and (iv) pursue legal action or any other means of recovery available. You grant Dinari the right to block transactions involving USD+ from your account and set off any fees or amounts owed against funds held on your behalf.

13.2.  Third Parties: In case Dinari engages a third party for recovery of funds owed by you, you will be responsible for any fees or expenses incurred, including collection fees, legal fees, or convenience fees charged by third parties. You agree that communication regarding funds owed or a delinquent account will be made by email or phone, either by Dinari or a third party acting on its behalf. Note that engaging third parties for debt recovery may negatively impact your credit.

14. THIRD-PARTY SERVICES AND LINKS

14.1.  Use of Third-Party Services: Our Platform may integrate with or provide access to various third-party services, tools, or platforms to enhance the user experience and provide additional functionality. By using these third-party services, you agree to their respective terms and conditions, privacy policies, and any other applicable agreements.

14.2.  No Endorsement: The integration or provision of access to third-party services does not constitute an endorsement, guarantee, or recommendation by Dinari. We are not responsible for the content, accuracy, reliability, or performance of these third-party services.

14.3.  Risks and Liability: You acknowledge that the use of third-party services may involve risks, including security, data privacy, or other risks, and that Dinari shall not be liable for any losses, damages, or other consequences arising from your use of such services.

14.4. Third-Party Links: Our Platform or communications may contain links to external websites or resources operated by third parties. These links are provided for your convenience and reference only, and Dinari is not responsible for the content, accuracy, or security of these external websites. Accessing and using these external websites is at your own risk, and Dinari shall not be liable for any losses or damages resulting from your use of these websites.

15. NO INVESTMENT ADVICE

PLEASE NOTE THAT DINARI DOES NOT PROVIDE ANY INVESTMENT ADVICE OR RECOMMENDATIONS REGARDING THE PURCHASE, SALE, OR HOLDING OF USD+ OR ANY OTHER DIGITAL ASSETS. ALL DECISIONS TO BUY, SELL, OR HOLD DIGITAL ASSETS ARE SOLELY THE RESPONSIBILITY OF THE USER. USERS SHOULD CONDUCT THEIR OWN RESEARCH, SEEK PROFESSIONAL ADVICE, AND CAREFULLY CONSIDER THE RISKS ASSOCIATED WITH DIGITAL ASSET TRANSACTIONS BEFORE MAKING ANY DECISIONS.

16. REPRESENTATIONS AND WARRANTIES

By using Dinari's services and our Platform, you represent and warrant the following:

16.1.  Legal Capacity: You are 18 years of age or older, andhave the legal capacity and authority to enter into and be bound by these Terms and Conditions, and if you are representing an institution, you have the authority to bind the institution to these Terms and Conditions.

16.2.  Compliance with Laws: You will comply with all applicable laws, regulations, and rules in your jurisdiction, including those related to financial transactions, taxes, and anti-money laundering.

16.3.  Accurate Information: All information you provide to Dinari, including your registration and account information, is true, accurate, and complete, and you will promptly update any changes to this information.

16.4.  No Conflicts: Your use of Dinari's services does not conflict with or violate any agreements, contracts, or obligations you have with any third parties.

16.5.  No Illegal Activities: You will not use Dinari's services for any illegal or unauthorized activities, including, but not limited to, money laundering, terrorism financing, or other criminal activities.

16.6.  No Infringement: You will not infringe upon any intellectual property rights, privacy rights, or other rights of Dinari or any third party in connection with your use of our services.

16.7.  No Misrepresentation: You will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, in connection with your use of Dinari's services.

By using our services, you acknowledge that Dinari relies on these representations and warranties in providing our services to you, and that any breach of these representations and warranties may result in account suspension, termination, or other consequences as determined by Dinari at our sole discretion.

17. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION

17.1.  Disclaimer of Warranties: Dinari's services are provided on an "as is" and "as available" basis, without any warranties or representations, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Dinari does not warrant that our services will be uninterrupted, timely, secure, error-free, or free from viruses, bugs, or other harmful components. Your use of our services is at your own risk and discretion.

17.2.  Limitation of Liability: To the fullest extent permitted by applicable law, Dinari and its affiliates, directors, officers, employees, agents, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, attorneys’ fees or the costs of any claim or suit, or other intangible losses, resulting from your use of our services, even if Dinari has been advised of the possibility of such damages. this includes but is not limited to any losses directly or indirectly arising out of or related to:

17.3.  Imdemnification: You agree to indemnify, defend, and hold harmless Dinari, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of our services, your violation of these Terms and Conditions, or your infringement of any intellectual property or other rights of Dinari or any third party.

17.4.   By using Dinari's services, you acknowledge and agree to the disclaimers, limitations of liability, and indemnification provisions set forth in this chapter, and that they apply to the fullest extent permitted by applicable law.

18. GOVERNING LAW AND COMPLIANCE PROCEDURES

18.1.  Law and Jurisdiction: These Terms and Conditions shall be governed by and construed in accordance with the laws of Delaware in the United States, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts of the United States for the resolution of any disputes or claims arising out of or in connection with these Terms and Conditions or your use of Dinari's Platform and our services.

18.2.  Compliance Laws: Dinari is committed to complying with all relevant laws and regulations, including those pertaining to anti-money laundering (AML) and counter-terrorism financing (CTF). Our compliance efforts encompass guidelines and sanctions from various authorities, such as the US Treasury Department, the Office of Foreign Assets Control (OFAC), Her Majesty's Treasury (HM) List, CFSP (EU) Sanctions, the Financial Crimes Enforcement Network (FinCEN), the United Nations Security Council, the Financial Intelligence Agency (FIA), international regulators, and other applicable AML, anti-corruption, and economic sanctions laws. We have designed our policies and procedures to ensure adherence to these legal frameworks, maintaining the highest levels of transparency, security, and integrity. Users are also required to abide by these legal requirements and collaborate with Dinari in upholding a compliant and secure platform.

18.3.  Diligence: Accordingly, Dinari insists on a comprehensive and thorough User due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify whether that you are NOT in a Restricted Jurisdiction, and must promptly provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable laws and Dinari compliance policies and procedures. Additionally, Dinari may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Dinari. You agree to provide promptly documentation, information, or records requested by Dinari at any time, including, without limitation, a self-certification permitting the determination of tax residence and status under FATCA other applicable Laws. Such information may include, but is not limited to, self-certifications as to controlling persons. Dinari needs to retain certain information, documentation, and records on file pursuant to applicable laws and its contractual relationships, and Dinari hereby expressly reserves the right to keep such information, documentation, and records. Dinari monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators as necessary. These undertakings apply even when you suspend or terminate your relationship with Dinari or abandon your application to have a wallet with Dinari. Our policies apply to any and all digital tokens, fiat, and other funds or property being exchanged on or through the website/Platform or by any of you, your affiliates, or any Dinari affiliate.

18.4.  Dinari reserves the right to refuse registration to, to bar transactions from or to, or to suspend or terminate the administration of services, digital tokens, or wallet for or with, any user for any reason (or for no reason) at any time, including but not limited to the provisions of paragraphs 12 and 16, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with any: (i) Sanctioned Person, (ii) person from or in jurisdictions that does not meet international AML–CTF standards (including any jurisdiction identified by the Financial Action Task Force as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring; (iii) person that is a Government official or Politically Exposed Person (within the meaning of the FATF’s 40 Recommendations); (iv) person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (v) person that Dinari determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other person to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable laws; and (vi) person that fails to meet any User due diligence standards, requests, or requirements of Dinari, or otherwise appears to be of high risk, including but not limited to any of the foregoing factors. In lieu of refusing registration or ongoing administration of your wallet, Dinari may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the website, Platform, and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Dinarihas the absolute discretion to suspend or terminate Services to you immediately.

19. DISPUTE RESOLUTION

19.1.  Informal Resolution: If any dispute arises between you and Dinari in connection with these Terms and Conditions or your use of our services, both parties shall first attempt to resolve the dispute informally through good faith negotiations.

19.2.  Arbitration
: In the event that the parties cannot resolve the dispute informally, the dispute shall be settled by binding arbitration in accordance with the rules of the arbitration body selected by Dinari. The arbitration proceedings shall take place in the United States, and the language of the arbitration shall be English.

19.3.  Class Action Waiver: You agree that any dispute resolution proceedings, including arbitration, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in any class action or class-wide arbitration against Dinari related to any claim or dispute.

20. PROPRIETARY RIGHTS

20.1.  Ownership of Services: As between you and us, the products and services, the Platform and all technology, content, data and other materials used, displayed or provided or received by you in connection with the products and services and the Platform (collectively, the “Materials”) together with all intellectual property rights in any of the foregoing are owned by Dinari.

20.2.  Limitations: You may only use the Materials solely as authorized by us in connection with your use of the products and services on the Platform for as long as we permit you to continue to access the products and services. Without limiting the foregoing, you will not:

"Dinari", “USD+” and any product or service names, logos, and other marks used on the Platform or in the Materials, or otherwise in connection with the products and services, are trademarks and service marks owned by us or our licensors, as applicable. You may not copy, imitate or use them without our prior written consent.

20.3.  Feedback: You hereby assign to Dinair all right, title and interest to any feedback, suggestions, ideas, or other information or materials regarding Dinari or the products and services, the Platform or Materials that you provide, whether by email, on Social Media or other messaging applications, or posting through the Platform or otherwise (“Feedback”) together with all associated intellectual property rights.  Dinari will own all Feedback. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

20.4.  User Content: You hereby grant a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the products and services or submit or post to the Platform and that is not Feedback owned by us (the “User Content”) to Dinari. You represent and warrant that:

20.5.  At our sole discretion, we may remove any User Content from the Platform for any reason.

21. MISCELLANEOUS

21.1.  Entire Agreement: These Terms and Conditions, along with any additional terms and policies referenced herein, constitute the entire agreement between you and Dinari with respect to your use of our services and supersede any prior agreements or understandings between the parties.

21.2.  Severability: If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

21.3.  Waiver: No waiver by Dinari of any breach or default under these Terms and Conditions shall be deemed a waiver of any subsequent breach or default.

21.4.  Assignment: You may not assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of Dinari. Dinari may freely assign or transfer its rights and obligations under these Terms and Conditions.

21.5.  Force Majeure: Dinari shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

21.6.  Notices: All notices or other communications required or permitted under these Terms and Conditions shall be in writing and shall be deemed given when delivered (1) electronically on our Platform, either by personal message or general notice posting, or (2) personally, sent by email, or mailed by certified or registered mail, postage prepaid, to the respective parties at the addresses provided during registration or (3) as otherwise specified by the parties in writing.

21.7.  Potential Conflicts of Interest: You acknowledge and agree that Dinari and our affiliates, shareholders, founders, principals, directors, officers, employees, and representatives or their respective affiliates (collectively, “Related Persons”) may directly or indirectly use the products and services or engage in transactions involving USD+ for ourselves and themselves. You acknowledge and agree that we and Related Persons may have potential conflicts of interest. To the extent permitted by law, you hereby waive any claim against us or Related Parties alleging breach of fiduciary duties, conflict of interest, or other similar cause of action, relating to, in connection with, or arising out of our and/or any Related Parties directly or indirectly using the Services or engaging in transactions involving USD+.

21.8.  Changes to Products and Services: We may and at any time, modify or discontinue, temporarily or permanently, all or any portion of any products and services, at our discretion and without liability to you, with or without prior notice.

21.9.  Survival: Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of products or services to a User shall remain in full force and effect and will service any termination of your access to products and services.

21.10. Sharing of Personal Information: From time to time, Dinari may receive information requests from law enforcement agencies around the world. In this context, Dinari might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your personal information with/to law enforcement agencies and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms of Service, the Privacy Policy and the Law Enforcement Requests Policy.

22. ELECTRONIC NOTICES; CONTACT INFORMATION

22.1.  Consent to Electronic Delivery: You consent to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that we provide in connection with these Terms, your account or any products and services, including updates we make to these Terms electronically. You agree that these Communications may be provided to you by us posting them via the Platform, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us to request additional electronic copies of Communications by sending an email to legal@dinari.com.

22.2  Withdrawal of Consent: You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to us to legal@dinari.com. In such a case, you agree to be informed via the postings on the Platform and by reading the most up-to-date documentation available on the Platform. All of your transactions and balances can be reviewed in the Platform. Under no circumstances will we provide paper copies of documents nor mail any documentation to you. If you decline or withdraw consent to receive electronic Communications, we may suspend or terminate your use of the products and services.

22.3  Updating Contact Information: It is your responsibility to keep your email address, mobile phone number and street address on file with us up to date. If we send you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. You can update your email address, mobile phone number or street address at any time following the procedure for updating your profile on the Platform. We may require you to provide certain identity verification information in order to effectuate updates of your email address, mobile phone number or street address. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we may deem your account to be inactive, and you may not be able to use our products and services until we receive a valid, working email address or mobile phone number from you.


If you have any questions or concerns regarding these Terms and Conditions, or if you require any assistance or support related to our services, please feel free to contact us at legal@dinari.com. Our team is available to address your inquiries and provide guidance as needed. Your feedback and satisfaction are important to us, and we look forward to hearing from you.