> For the complete documentation index, see [llms.txt](https://docs.seismic.systems/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.seismic.systems/reference/terms-of-service.md). # Terms of Service Effective Date: October 7, 2026 Please read these Terms of Service (this "Agreement") carefully before accessing or using the Services. This Agreement is entered into between Seismic Systems, Inc., a Delaware corporation ("Seismic", "we", "us", or "our") and the entity or individual accessing or using the Services ("user", "Client", "you", or "your"). For the purposes of this Agreement, "Services" means those services collectively described in Section 1 hereto; and "end users" means the customers and end users of Client who access Client's products or services built using the Services. BY ACCESSING OR USING ANY SERVICES IN ANY WAY — INCLUDING BY CREATING AN ACCOUNT, CONNECTING A WALLET, OR ACCEPTING THIS AGREEMENT THROUGH ANY CLICK-THROUGH MECHANISM — YOU (1) REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) REPRESENT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT AND TO BIND THAT ENTITY TO THIS AGREEMENT; (3) REPRESENT THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ALL APPLICABLE LAWS; AND (4) ACKNOWLEDGE THAT IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES. SECTION 17 OF THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SEISMIC THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. The Services are offered primarily to business entities who use Seismic's infrastructure to build and operate stablecoin-powered financial products and services. Individual users may also interact directly with the Seismic Network (as defined below) for limited purposes such as paying gas fees. Except to the extent governed by a Written Services Agreement (as defined below), this Agreement governs all such access and use. Seismic reserves the right to modify this Agreement at any time. Changes will be posted to Seismic's website with an updated effective date. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail, through the Services, and/or by placing a prominent notice on the first page of our website. Unless otherwise stated, an updated Agreement will become effective when posted, and your continued access to or use of the Services after its effective date constitutes your acceptance of the updated Agreement. Notwithstanding the foregoing, no modification to this Agreement will amend or supersede any Written Services Agreement (as defined below). Your use of certain Services may be subject to additional terms (“Supplemental Terms”). Supplemental Terms control over this Agreement with respect to the applicable Service, except as provided below. If you and Seismic have entered into a separate written master services agreement, order form, or other services agreement covering any products or services (a “Written Services Agreement”), the Written Services Agreement governs the products and services it covers and controls over this Agreement and any Supplemental Terms with respect to those products and services. This Agreement will continue to apply only to (i) account access, credential security, acceptable use, and similar operational matters that are not governed by and do not conflict with the Written Services Agreement and (ii) products or services not covered by the Written Services Agreement. Neither your acceptance of nor any modification to this Agreement will amend or supersede a Written Services Agreement. A product or service covered by a Written Services Agreement remains governed by it even if delivered through a Third-Party Provider. If a Written Services Agreement contains dispute-resolution provisions, those provisions will govern all disputes between you and Seismic arising out of or relating to the parties’ relationship, including this Agreement and the Services. ## DESCRIPTION OF SERVICES 1. **Seismic Platform** The Services include access to Seismic's developer platform, application programming interfaces ("APIs"), and associated dashboards (collectively, the "Seismic Platform") that enable Clients to build and deploy stablecoin-powered financial products and services using Seismic's privacy-preserving infrastructure. The Seismic Platform provides programmatic access to stablecoin functionality, transaction orchestration capabilities, user onboarding tooling, and related developer resources, in each case subject to the terms of this Agreement and Seismic's technical documentation. Seismic provides the Seismic Platform on an "as available" basis and reserves the right to modify, suspend, or discontinue any feature or functionality at any time with or without notice to you, subject to any applicable Written Services Agreement. 2. **Seismic Network** Seismic operates an EVM-compatible layer-1 blockchain network that uses Trusted Execution Environment ("TEE") technology powered by Intel TDX to provide privacy-preserving transaction processing (the "Seismic Network" or "Network"). The Seismic Network uses shielded storage types and encrypted transaction calldata to protect user data within hardware-enforced enclaves. The Seismic Network is a software-based protocol that is distinct from the Seismic Platform and the other Services made available under this Agreement. Seismic has no obligation to monitor or control any use of the Network by you or any third-party, and makes no representations or warranties about the Network's functionality, availability, security, or continued operation. All direct interactions with the Network are undertaken at your own risk, and Seismic is not liable for any losses arising from your interaction with or inability to interact with the Network. The limitation of liability provisions of Section 14 apply to any claims arising from your use of the Network. THE NETWORK IS MADE AVAILABLE "AS IS" AND "WITH ALL FAULTS." YOU ACCESS, INTERACT WITH, OR BUILD ON THE NETWORK ENTIRELY AT YOUR OWN RISK. 3. **Third-Party Services** The Services may integrate with, rely upon, or provide access to products or services operated by third parties, including stablecoin issuers, custodians, banks, payment providers, identity-verification providers, blockchain analytics providers, vault providers, cloud infrastructure providers, and other service providers (each, a “Third-Party Provider,” and such products and services, “Third-Party Services”). Seismic may add, replace, suspend, or discontinue any Third-Party Provider or Third-Party Service at any time. Your use of a Third-Party Service may be subject to the applicable Third-Party Provider’s terms, privacy policies, eligibility requirements, compliance reviews, fees, and other requirements (collectively, “Third-Party Terms”). Third-Party Terms may be made available to you through the Services. Where required, you or your applicable end users must separately accept the applicable Third-Party Terms before accessing or using the applicable Third-Party Service. Third-Party Terms are not “Supplemental Terms” for purposes of this Agreement. Except as provided in the Payment services paragraph of this Section 1.3, in the event of any conflict or inconsistency between any Third-Party Terms and this Agreement, this Agreement will control as between you and Seismic, and the applicable Third-Party Terms will govern your direct relationship with the applicable Third-Party Provider. Subject to the Payment services paragraph of this Section 1.3, Third-Party Terms do not amend, modify, or supersede this Agreement or any Written Services Agreement between you and Seismic. You agree to comply, and to cause your end users to comply, with any such requirements made available to you. You will provide, and will cause your end users to provide, any information or documentation reasonably requested by Seismic or an applicable Third-Party Provider in connection with identity verification, source-of-funds review, sanctions screening, fraud prevention, or other compliance requirements. You authorize Seismic to share information concerning you, your end users, and your use of the Services, including verification results and transaction data, with Third-Party Providers and governmental authorities as reasonably necessary to provide the Services, prevent fraud or misuse, satisfy Third-Party Provider requirements, or comply with applicable law. Seismic is not a party to any Third-Party Terms and does not assume any obligation or liability of any Third-Party Provider thereunder. Seismic does not control and is not responsible for any Third-Party Service or any Third-Party Provider’s acts, omissions, availability, security, performance, representations, or compliance with applicable law. Your use of any Third-Party Service is at your own risk. Certain payment services made available through the Services are provided by Blind Pay, Inc. (“BlindPay”), one of our payment vendors. By accepting this Agreement, you also agree to the [BlindPay Terms of Service](https://blindpay.com/terms-of-service) and the [BlindPay Privacy Policy](https://blindpay.com/privacy-policy), which govern the payment services BlindPay provides to you (the “BlindPay Payment Services”), and you authorize us to share your information, including identity, KYC and transaction data, with BlindPay to provide those services and comply with applicable law. If this Agreement conflicts with the BlindPay terms regarding the BlindPay Payment Services, the BlindPay terms apply. 4. **Automatic Conversion and Settlement** Where made available and enabled by you, the Services may permit the automatic conversion and settlement of fiat funds received through a virtual account (“Automatic Conversion”). By enabling Automatic Conversion, you provide Seismic with a standing instruction, without separate approval for each transaction, to use the Seismic Platform to submit instructions to the applicable Third-Party Provider to: (a) convert each eligible fiat amount reported by that Third-Party Provider as received and available for conversion into the supported stablecoin selected by you; and (b) transfer the resulting stablecoin to the wallet address and blockchain network designated by you. All receipt, holding, conversion and transfer of fiat funds or stablecoins in connection with Automatic Conversion is handled through the applicable Third-Party Provider under its Third-Party Terms. Seismic provides the technology and orchestration layer through which the standing instruction is transmitted and does not itself take custody of or title to the applicable fiat funds or stablecoins. You acknowledge and agree that: (i) conversion and transfer may occur automatically without additional confirmation from you; (ii) rates, spreads, fees, processing times, transaction limits, compliance reviews, holds, returns and reversals are subject to the applicable Third-Party Provider’s terms; (iii) fiat credits, including ACH credits, may be returned or reversed after a conversion or blockchain transfer has occurred, and you remain responsible for any resulting negative balance, shortfall, return, reversal, chargeback, fee or other amount under Section 10.2; (iv) blockchain transfers are generally irreversible; (v) you are solely responsible for verifying and maintaining the accuracy of the designated wallet address, blockchain network, supported stablecoin and Automatic Conversion settings; and (vi) any modification or revocation of a standing instruction applies prospectively and will not affect a transaction already submitted or in process. Seismic may delay, reject, suspend or discontinue Automatic Conversion where reasonably necessary for security, fraud, compliance, legal, operational or Third-Party Provider reasons. If you enable Automatic Conversion for an end user or another person, you represent and warrant that you have obtained and will maintain that person’s valid authorization for the standing instruction and have provided all disclosures required by applicable law and applicable Third-Party Provider requirements. 5. **Stablecoin Yield** Seismic may facilitate access to programs through which eligible Clients may receive yield, rewards, or similar amounts in connection with eligible stablecoin balances through one or more Third-Party Providers (each, a “Yield Provider,” and each such program, a “Yield Program”). Any yield or reward is made available by or through the applicable Yield Provider and is subject to the Yield Provider’s terms, eligibility requirements, fees, risks, availability, and continued performance. Yield rates are variable, are not guaranteed, and may be changed, suspended, or discontinued at any time. Participation in a Yield Program may involve the risk of partial or total loss, including risks arising from the applicable Yield Provider, counterparties, smart contracts, digital assets, market conditions, and changes in applicable law. Seismic does not operate or manage the underlying yield-generating activities, does not guarantee any yield or return of principal, and does not provide investment, financial, tax, or legal advice. Additional Supplemental Terms and Third-Party Terms may apply to a Yield Program, and you must review and accept those terms before participating. 6. **DeFi Vault Services** The Seismic Platform may include links or integrations that allow you to access decentralized finance vault services provided by third parties (the "Vault Services"). Seismic may establish referral and/or fee-sharing arrangements with third-party providers of Vault Services, including referral fees when Clients or their end users engage with Vault Services through links on the Seismic Platform, and third-party providers of Vault Services may similarly refer clients to Seismic in exchange for fee-sharing. Seismic's financial interest in your use of Vault Services should be considered when evaluating any information Seismic provides about those services. Availability of Vault Services may be restricted based on your location, eligibility, applicable law, and the requirements of the applicable Third-Party Provider. The Vault Services are provided by third parties pursuant to their own terms and conditions, which you are required to review and accept before using those services. Seismic is not responsible for the Vault Services, their availability, security, performance, or fitness for any purpose. All use of the Vault Services is at your own risk. Seismic makes no representations or warranties about the Vault Services, including any claims regarding returns, insurance, or asset security. 7. **Open Source Software** The Services may use, incorporate, or link to certain open-source software ("OSS") subject to applicable OSS licenses ("OSS Licenses"). Your use of the Services may be subject to applicable OSS Licenses, and nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms of any applicable OSS License. ## ELIGIBILITY; ACCOUNT REGISTRATION; USER REPRESENTATIONS 8. **Account Registration** To access the Seismic Platform, you must register an account ("Account"). You hereby agree to: (a) provide accurate, complete, and current information during registration; (b) maintain and promptly update your registration information to keep it accurate and complete; and (c) safeguard your Account credentials and not share them with unauthorized parties. You are responsible for all activities that occur under your Account. Seismic reserves the right to suspend or terminate your Account if any information you provide is or becomes inaccurate, incomplete, or misleading, or if Seismic has reasonable grounds to believe it is. The Seismic Platform is designed for use by business entities and their authorized representatives. If you are registering on behalf of a legal entity, you represent and warrant that you are duly authorized to accept this Agreement on behalf of that entity and to bind it to this Agreement. You may not create an Account or use the Services if you have been previously banned or removed by Seismic. 9. **Eligibility Requirements** You represent and warrant that: 1. You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not barred from using the Services under the laws of the United States, your jurisdiction of formation or operation, or any other applicable jurisdiction; 2. If acting on behalf of a legal entity, that entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to enter into and perform this Agreement; 3. Neither you, any affiliate, beneficial owner, nor any person on whose behalf you are acting is (i) subject to sanctions, blocking restrictions, or other prohibitions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations, the European Union, the United Kingdom, or any other applicable governmental authority; (ii) located in, organized under the laws of, or ordinarily resident in a Restricted Jurisdiction; or (iii) otherwise prohibited by applicable law from accessing or using the Services; 4. You have not violated, and are not under investigation for violation of, any applicable law relating to blockchain technologies, cryptocurrency, anti-money laundering, counter-terrorist financing, or sanctions; and 5. Your use of the Services complies with all applicable laws in every jurisdiction in which you operate or from which you access the Services. 1. **Registration Data** You agree to provide true, accurate, current, and complete information in connection with your Account registration and use of the Services (such information, "Registration Data"). You agree to promptly notify Seismic of any change that renders any Registration Data inaccurate or incomplete. Seismic may require you to re-verify your information at any time. Seismic reserves the right to obtain and retain Registration Data as it determines necessary in connection with the Services and its compliance obligations. Seismic’s collection, use, and disclosure of personal information in connection with the Services are described in [Seismic’s Privacy Notice](https://docs.seismic.systems/reference/privacy-policy). You acknowledge that you have received or had the opportunity to review the Privacy Notice. 2. **Necessary Equipment and Connectivity** You are responsible for providing all equipment, software, and connectivity necessary to access and use the Services. Seismic is not responsible for any fees (including Internet or data charges) that you incur when accessing the Services. ## KYC/AML COMPLIANCE AND SANCTIONS 3. **Seismic Compliance Program** Seismic maintains a compliance program designed to support compliance with laws applicable to Seismic and the Services. As part of this program, Seismic may, directly or through Third-Party Providers: (a) verify the identity of Clients, their beneficial owners, and end users; (b) screen persons, transactions, and wallet addresses against applicable sanctions lists, watchlists, and blockchain-analytics databases; (c) monitor transactions for patterns associated with fraud, money laundering, sanctions evasion, or other unlawful activity; (d) request additional information or documentation; and (e) make reports, referrals, or disclosures to Third-Party Providers, governmental authorities, or law enforcement as required or permitted by applicable law. 4. **Client Cooperation** You agree to cooperate fully with Seismic's compliance program and any compliance reviews conducted by an applicable Third-Party Provider, including by: * Promptly providing any information or documentation requested for KYC, AML, source of funds, source-of-wealth, or sanctions verification purposes; * Maintaining accurate and complete records of your end users' identities and transaction histories, and making such records available to Seismic or an applicable Third-Party Provider upon request; * Ensuring that your end users complete any KYC/AML verification or onboarding required by Seismic or an applicable Third-Party Provider before processing transactions through the Services; * Implementing and maintaining your own AML/KYC compliance policies and procedures to the extent required by applicable law; and * Notifying Seismic promptly if you become aware of any change that would affect the accuracy of any representation made in Section 2. 5. **Sanctions Compliance** You agree to comply in all respects with all applicable sanctions laws and regulations, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the UK Office of Financial Sanctions Implementation ("OFSI"). Without limiting the foregoing: 1. You will not use the Services in connection with any transaction involving a person, entity, or jurisdiction subject to applicable sanctions; 2. You will not conduct any activity through the Services that is prohibited by applicable export control or trade compliance laws; and 3. You will not attempt to evade applicable sanctions through the use of third parties, corporate structures, or obfuscation techniques. 1. **Jurisdiction Blocking and Wallet Screening** Seismic may implement technology-based controls to block access to the Services from jurisdictions subject to comprehensive sanctions and other high-risk jurisdictions (as identified in Appendix A and updated from time to time). Seismic may also screen wallet addresses against OFAC's Specially Designated Nationals and Blocked Persons ("SDN") list and other applicable blocklists. You agree not to use virtual private networks ("VPNs"), proxy servers, or any other technical means to circumvent these controls. If your access is blocked as a result of these controls and you believe this is in error, you may contact Seismic at [support@seismic.systems.](mailto:support@seismic.systems) 2. **Reporting Suspicious Activity to Seismic** If you identify any transaction or end user activity that you reasonably suspect constitutes money laundering, terrorist financing, sanctions evasion, fraud, or other illegal conduct, you must: 1. Report such activity to Seismic at as soon as practicable, and in any event within forty-eight (48) hours of identification; 2. Provide Seismic with all information in your possession relevant to the suspected activity, including transaction details, wallet addresses, end user identification information, and the basis for your suspicion; and 3. Preserve all records related to the suspected activity and make them available to Seismic and applicable regulatory authorities upon request. Seismic may share information concerning suspected illegal or unauthorized activity with applicable Third-Party Providers, governmental authorities, and law enforcement as required or permitted by applicable law or Seismic’s compliance program. 1. **Recordkeeping** You agree to maintain complete and accurate records of all transactions processed through the Services and all end user identity and verification records for a period of at least five (5) years, or such longer period as required by applicable law. Records must be maintained in a manner that makes them retrievable on a timely basis in response to requests from Seismic, applicable Third-Party Providers, or governmental authorities. ## API CREDENTIALS AND SECURITY 2. **API Credentials** Seismic may provide you with API access credentials ("Credentials") as part of the Services. You are solely responsible for maintaining the confidentiality and security of your Credentials. You agree to: 1. Implement industry-standard security controls to protect your Credentials, including multi-factor authentication, access controls, encryption, and secure credential storage; 2. Restrict access to your Credentials to authorized personnel only, on a need-to-know basis; 3. Not share, transfer, or disclose your Credentials to any third-party without Seismic's prior written consent; 4. Use your Credentials solely to access the Seismic Platform in accordance with this Agreement and Seismic's technical documentation; and 5. Not use your Credentials in any automated or batch-processing manner that is not expressly authorized by this Agreement or Seismic's technical documentation. 1. **Security Incidents** You must notify Seismic at within twenty-four (24) hours of discovering any: 1. Unauthorized access to or use of your Credentials or Account; 2. Security breach that has resulted or may result in unauthorized access to any Seismic system, data, or user information; or 3. Compromise, loss, or suspected compromise of any user data or transaction data processed through the Services. You agree to cooperate fully with Seismic in investigating any security incident, to take commercially reasonable steps to contain and mitigate the incident, and to provide Seismic with regular updates on remediation progress. ## CLIENT RESPONSIBILITIES; END USER OBLIGATIONS 1. **Client Responsibilities Generally** You are solely responsible for managing your end users' access to and use of the Services, including ensuring that such access and use complies with this Agreement, applicable Third-Party Terms, and all applicable laws. Seismic's relationship under this Agreement is with you, not with your end users, and all obligations in this Agreement that extend to end users are your obligations to ensure and enforce. 2. **End User Compliance** As a condition to enabling any end user to access or benefit from the Services, you must: 1. Require each end user to complete any identity verification and onboarding process required by Seismic or an applicable Third-Party Provider before that end user is permitted to process transactions through the Services; 2. Impose on your end users obligations materially consistent with the applicable requirements of this Agreement, including the restrictions set forth in Section 7 and the Prohibited Activities List included in Appendix A hereto; 3. Maintain records of your end users' identities and transaction histories as required by Section 3.6; and 4. Promptly suspend or terminate any end user's access to the Services upon Seismic's or an applicable Third-Party Provider’s request, or if you determine or have reasonable grounds to suspect that such end user has violated this Agreement, applicable Third-Party Terms, or applicable law. 1. **Client Liability for End Users** All actions and omissions of your end users in connection with the Services are deemed to be your actions and omissions. You bear full responsibility and liability to Seismic for all such actions and omissions as if they were your own. You agree to indemnify, defend, and hold harmless Seismic from all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any act or omission of any end user in connection with the Services, regardless of whether such act or omission was authorized by you. This obligation is in addition to, and not in lieu of, the indemnification obligations set forth in Section 11 hereto. ## TRANSACTION RECORDS AND USER SUPPORT 2. **User Obligations** You are responsible for: (a) providing your end users with accurate transaction receipts and any account, balance, or transaction information required by applicable law or reasonably communicated by Seismic or an applicable Third-Party Provider; (b) maintaining an end user support function capable of receiving, logging, and responding to end user inquiries and complaints in a commercially reasonable time; and (c) escalating unresolved complaints and suspected suspicious activity to Seismic in accordance with Section 3.5 hereto. You agree to maintain records of end user complaints and resolutions as long as required by applicable law. 3. **Suspicious Activity** You must implement procedures reasonably designed to identify and report end user activity that may constitute money laundering, terrorist financing, sanctions violations, fraud, or other illegal conduct, and to escalate such activity to Seismic as set forth in Section 3.5 hereto. All records related to suspected illegal activity must be preserved and made available to Seismic or applicable regulatory authorities upon request. ## PROHIBITED ACTIVITIES 4. **General Prohibited Conduct** You agree that you are solely responsible for your conduct in connection with the Services. In connection with your use of the Services, you agree not to (and not to enable or permit your end users to): 1. Provide false, inaccurate, or misleading information to Seismic, any applicable Third-Party Provider, or any governmental authority; 2. Impersonate any person or entity or misrepresent your affiliation with any person or entity; 3. Use the Services in any manner that interferes with, disrupts, overburdens, or damages Seismic's systems or networks, or that could impair other users' ability to use the Services; 4. Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Services; 5. Use any automated tool, spider, scraper, or data mining tool to access or harvest data from the Services without Seismic's express written authorization; 6. Use the Services for any purpose prohibited by applicable law, including money laundering, terrorist financing, proliferation financing, sanctions evasion, tax evasion, or any other financial crime; 7. Engage in, facilitate, or assist any market manipulation, wash trading, front-running, pump-and-dump activity, or other deceptive or manipulative trading practices; 8. Use the Services to conduct securities offerings, broker-dealer activities, investment advisory activities, or other activities requiring registration or licensing, without first obtaining the required registration or license; 9. Attempt to circumvent, disable, or interfere with Seismic's compliance controls, transaction monitoring systems, jurisdiction restrictions, or SDN screening tools; or 10. Use any mixing, tumbling, or similar obfuscation technique in connection with transactions processed through the Services. In addition to the foregoing, your use of the Services is also subject to the Prohibited Activities List attached hereto as Appendix A and incorporated herein by reference. Any violation of the Prohibited Activities List constitutes a material breach of this Agreement. ## LICENSE 1. **License** Subject to your compliance with this Agreement, Seismic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this Agreement, to access and use the Services solely (a) for your internal business purposes and (b) where expressly enabled by the Services, to integrate the Services into your products or services for access by your authorized end users, in each case in accordance with this Agreement and Seismic’s technical documentation. This license does not grant any end user an independent right to access or use the Services outside your products or services. Except as expressly permitted by this Agreement, you may not, and may not permit any third party to: (i) copy, modify, create derivative works of, distribute, sublicense, sell, lease, or otherwise transfer or commercially exploit the Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Services; (iii) remove, obscure, or alter any proprietary notice, label, or branding; (iv) use the Services to develop or operate a competing product or service; or (v) use the Services in any manner not expressly authorized by this Agreement or Seismic’s technical documentation. Seismic may update, modify, add to, suspend, or discontinue any feature, function, or component of the Services at any time, subject to any applicable Written Services Agreement. Seismic may require you to update third-party software, integrations, or configurations to continue using the Services. ## INTELLECTUAL PROPERTY 2. **Ownership** Seismic and its licensors exclusively own all right, title, and interest in and to the Services, including all software, technology, algorithms, interfaces, APIs, documentation, data, and all intellectual property rights therein. Nothing in this Agreement transfers or grants any ownership interest in the Services or any of Seismic’s intellectual property to you. All rights not expressly granted in this Agreement are reserved by Seismic. 3. **Trademarks** “Seismic” and all related logos, trade names, service marks, and trademarks are the property of Seismic. You may not use Seismic’s trademarks, trade names, or branding in any manner without Seismic’s prior written consent. Your use of the Services does not imply any endorsement, partnership, or affiliation between you and Seismic beyond what is expressly set forth in this Agreement. 4. **Feedback** If you provide Seismic with any ideas, suggestions, proposals, or feedback regarding the Services (“Feedback”), you grant Seismic a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, modify, create derivative works of, and otherwise exploit the Feedback in connection with its business, without any obligation to compensate or credit you. Seismic has no obligation to maintain the confidentiality of any Feedback. 5. **Client Data** “Client Data” means any data, information, content, or materials submitted to or processed through the Services by or on behalf of you or your end users. As between you and Seismic, you retain your rights in Client Data. You grant Seismic, its affiliates, and its Third-Party Providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, use, and disclose Client Data as reasonably necessary to provide, maintain, secure, support, and improve the Services, satisfy Third-Party Provider requirements, comply with applicable law, enforce this Agreement, and prevent fraud or misuse. You represent and warrant that you have obtained all rights, authorizations, consents, and provided all notices necessary for Seismic and its Third-Party Providers to process Client Data as contemplated by this Agreement. Seismic may create and use aggregated or de-identified information derived from Client Data for any lawful business purpose, provided that such information does not reasonably identify you or an end user. 6. ## FEES AND YIELD 7. **Fees** Access to certain features of the Services may require payment of fees as set forth in Seismic's then-current pricing schedule, applicable Supplemental Terms, or a Written Services Agreement. All fees are non-cancellable, non-refundable and non-recoupable unless otherwise expressly stated. Subject to any applicable Written Services Agreement, Seismic reserves the right to modify its fees upon reasonable prior notice. Payment obligations you incur are binding at the time of the applicable transaction. You remain liable for all fees regardless of fluctuations in market conditions or the value of any digital asset. 8. **Pass-Through Costs and Transaction Losses** You are responsible for and will reimburse Seismic for all blockchain-network fees, Third-Party Provider fees, chargebacks, reversals, returns, negative balances, fines, penalties, network assessments, Third-Party Provider assessments, and similar charges or losses arising out of or relating to (a) your or an end user’s use of the Services, (b) any transaction initiated or submitted by or on behalf of you or an end user, or (c) your or an end user’s breach of this Agreement, violation of applicable law, fraud, or misconduct, except to the extent directly caused by Seismic’s gross negligence, willful misconduct, or fraud. Seismic may invoice you for such amounts or, to the extent permitted through the applicable Third-Party Provider, cause such amounts to be deducted from amounts otherwise payable to you or credited to your account through the applicable Third-Party Provider. Such amounts constitute payment obligations under this Agreement and survive its termination. 9. **Stablecoin Yield** Seismic may facilitate access to Yield Programs as described in Section 1.5. Any yield or reward is variable, is not guaranteed, and may be changed, suspended, or discontinued at any time. Seismic’s ability to distribute any yield or reward may depend on Seismic receiving the corresponding amount from the applicable Yield Provider and on your continued eligibility and compliance with this Agreement, applicable Supplemental Terms, and applicable Third-Party Terms. Seismic may deduct applicable taxes, fees, and other amounts you owe to Seismic from any yield or reward to the extent permitted by applicable law and the applicable program terms. 10. **Gas Fees** You are solely responsible for ensuring that any payment you make is sufficient to cover applicable gas fees ("Gas Fees") required to complete any transaction in connection with the Services. Gas Fees are determined by network conditions and are not set, controlled, or charged by Seismic. Seismic makes no representation that Gas Fees will remain stable or predictable. Seismic may elect to pay Gas Fees on your behalf, in which case you will reimburse Seismic upon demand, and such amounts will constitute payment obligations under this Agreement. 11. **Taxes** It is your responsibility to determine what, if any, taxes apply to your use of the Services, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your use of the Services, or for collecting, reporting, or remitting any taxes, duties, levies, or assessments (including sales, use, value-added, and withholding taxes) arising from your use of the Services or transactions processed through the Services. We encourage you to speak with your tax advisor regarding the tax implications of your use of the Services. ## INDEMNIFICATION You agree to indemnify, defend, and hold harmless Seismic and its parents, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Seismic Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: 1. Your access to or use of, or inability to use, the Services, including any direct interactions with the Seismic Network; 2. Your violation of this Agreement, including any representation or warranty made herein; 3. Your violation of any applicable law, rule, regulation, or third-party right, including any intellectual property right or privacy right; 4. Any claim by a third-party (including your end users, or regulators) arising from your use of the Services or from products or services you build using the Services; 5. Any action or omission of any end user in connection with the Services; or 6. Your failure to comply with your AML/KYC, sanctions compliance, recordkeeping, or reporting obligations under this Agreement or applicable law. Seismic reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense, in which case you agree to cooperate fully with Seismic. This provision does not require you to indemnify any Seismic Party for such party's own fraud, willful misconduct, or gross negligence. You agree that this indemnification obligation survives the termination of this Agreement. ## RELEASE TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE SEISMIC PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542 OR SIMILAR LAWS OF ANY OTHER JURISDICTION, WHICH PROVIDE THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE RELEASED PARTY. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS RELEASE AND ARE MAKING IT VOLUNTARILY. ## DISCLAIMER OF WARRANTIES 1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE SEISMIC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. 2. THE SEISMIC PARTIES DO NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (D) ANY RESULTS OBTAINED THROUGH USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE. 3. SEISMIC IS A TECHNOLOGY AND ORCHESTRATION PROVIDER AND IS NOT A BANK, STABLECOIN ISSUER, BROKER-DEALER, INVESTMENT ADVISER, OR EXCHANGE. TO THE EXTENT BANKING, CUSTODY, PAYMENT PROCESSING, STABLECOIN ISSUANCE, OR OTHER REGULATED FINANCIAL SERVICES ARE MADE AVAILABLE THROUGH THE SERVICES, THEY ARE PROVIDED BY THIRD-PARTY PROVIDERS, EXCEPT AS OTHERWISE EXPRESSLY DISCLOSED IN APPLICABLE SUPPLEMENTAL TERMS. NOTHING IN THIS AGREEMENT OR THE SERVICES CONSTITUTES INVESTMENT, FINANCIAL, TAX, OR LEGAL ADVICE. YOU SHOULD CONSULT YOUR OWN QUALIFIED ADVISORS BEFORE MAKING ANY FINANCIAL OR LEGAL DECISION. 4. SEISMIC MAKES NO WARRANTY OR REPRESENTATION THAT ANY YIELD OR REWARD WILL BE PAID, CONTINUED, OR MAINTAINED AT ANY PARTICULAR RATE. YIELD PROGRAMS ARE NOT BANK DEPOSITS, ARE NOT FDIC-INSURED OR SIPC-PROTECTED, AND MAY INVOLVE THE RISK OF PARTIAL OR TOTAL LOSS. PAST OR INDICATIVE YIELDS ARE NOT INDICATIVE OF FUTURE RESULTS. SEISMIC DOES NOT GUARANTEE THE RETURN OF ANY PRINCIPAL OR ASSETS MADE AVAILABLE THROUGH A YIELD PROGRAM. 5. THE SEISMIC PARTIES EXPRESSLY DISCLAIM ALL LIABILITY FOR THE ACTS, OMISSIONS, REPRESENTATIONS, WARRANTIES, PERFORMANCE, SECURITY, AVAILABILITY, OR COMPLIANCE WITH APPLICABLE LAW OF ANY THIRD-PARTY PROVIDER OR THIRD-PARTY SERVICE. YOUR USE OF ANY THIRD-PARTY SERVICE IS AT YOUR OWN RISK. 6. SEISMIC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SEISMIC NETWORK, INCLUDING ITS AVAILABILITY, SECURITY, RELIABILITY, OR CONTINUED OPERATION. ALL DIRECT INTERACTIONS WITH THE NETWORK ARE AT YOUR OWN RISK. SEISMIC IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF THE NETWORK. 7. YOU ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH STABLECOINS, DIGITAL ASSETS, WALLETS, SMART CONTRACTS, AND BLOCKCHAIN NETWORKS, INCLUDING: (A) DE-PEGGING, DEVALUATION, OR LOSS OF VALUE; (B) THE FAILURE, INSOLVENCY, SUSPENSION, OR REDEMPTION LIMITATIONS OF ANY ISSUER OR THIRD-PARTY PROVIDER; (C) THEFT, HACKING, OR LOSS OF ACCESS TO ANY WALLET, PRIVATE KEY, OR SEED PHRASE; (D) NETWORK CONGESTION, DOWNTIME, FORKS, REORGANIZATIONS, OR TRANSACTION FAILURE; (E) SMART-CONTRACT BUGS, EXPLOITS, OR GOVERNANCE ATTACKS; (F) LOSS OR MISDIRECTION OF ASSETS DUE TO INCORRECT WALLET ADDRESSES, NETWORK SELECTIONS, OR INSTRUCTIONS; AND (G) CHANGES IN APPLICABLE LAW OR REGULATORY ACTION. BLOCKCHAIN TRANSACTIONS ARE GENERALLY IRREVERSIBLE, AND SEISMIC HAS NO OBLIGATION TO REVERSE, RECALL, OR REFUND A COMPLETED TRANSACTION. Certain jurisdictions do not permit the exclusion of implied warranties. If such laws apply to you, some or all of the exclusions in this Section 13 may not apply, and you may have additional rights. ## LIMITATION OF LIABILITY 8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SEISMIC PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SEISMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SEISMIC PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SEISMIC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000). 9. **Exceptions.** Notwithstanding the foregoing, the limitations in Section 14.1 shall not apply to liability: (a) for death or personal injury caused by Seismic's negligence; or (b) arising from Seismic's fraud or intentional misrepresentation. Nothing in this Agreement limits Seismic's liability where such limitation is prohibited by applicable law. 10. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 14 REFLECT A REASONABLE ALLOCATION OF RISK, ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT SEISMIC WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. Certain jurisdictions do not allow the limitation of certain damages. If such laws apply to you, some or all of the limitations in this Section 14 may not apply. ## MONITORING AND ENFORCEMENT Seismic reserves the right, but has no obligation, to monitor your use of the Services for compliance with this Agreement and applicable law. If Seismic becomes aware of a possible violation, Seismic may investigate and may refer suspected criminal or unlawful activity to applicable Third-Party Providers, governmental authorities, or law enforcement. Subject to applicable law, Seismic may collect, use, and disclose information relating to your use of the Services, including Account information, transaction data, and end user information, in order to: (a) comply with applicable law, legal process, or governmental requests; (b) provide the Services through Third-Party Providers; (c) enforce this Agreement; (d) respond to user and/or end user support requests; or (e) protect the rights, property, or safety of Seismic, Third-Party Providers, users, end users, or the public. Seismic reserves the right to immediately suspend or terminate your access to the Services, without prior notice or liability, for any violation of this Agreement, for compliance or regulatory reasons, or as required by an applicable Third-Party Provider or governmental authority. ## TERM AND TERMINATION 11. **Term** This Agreement commences on the date you first accept it (as described in the preamble above, including by, but not limited to, account creation, click-through acceptance, or commencement of use) and remains in full force and effect until terminated in accordance with this Section 16. 12. **Termination by Seismic** Seismic may terminate this Agreement or suspend, restrict, or terminate your access to the Services at any time, for any or no reason, with or without notice, subject to any applicable Written Services Agreement. Without limiting the foregoing, Seismic may immediately suspend or terminate your access if: 1. You breach any material provision of this Agreement; 2. Seismic is required to do so by an applicable Third-Party Provider, applicable law, or a governmental authority; 3. Your continued use of the Services poses a legal, compliance, regulatory, fraud, security, operational, or reputational risk to Seismic or an applicable Third-Party Provider; or 4. You have failed to satisfy, or your end users have failed to satisfy, applicable identity-verification, AML, sanctions, fraud-prevention, or other legal or compliance requirements. Seismic will not be liable to you for any damages arising from any suspension, restriction, or termination of the Services. 1. **Termination by You** You may terminate this Agreement at any time by ceasing all use of the Services and providing written notice to Seismic at [support@seismic.systems.](mailto:support@seismic.systems) Termination does not relieve you of any obligations that accrued prior to the date of termination. 2. **Effect of Termination** Upon termination of this Agreement for any reason: 1. All licenses granted to you under this Agreement immediately terminate; 2. You must immediately cease all use of the Services and destroy or return all of Seismic's Credentials and confidential materials in your possession; 3. Any outstanding payment obligations survive termination; and 4. The following provisions survive termination: Sections 3.6, 5.3, 9, 10.2, 11, 12, 13, 14, 17, and 18. ## ARBITRATION AGREEMENT PLEASE READ THIS SECTION 17 CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 1. **Scope** Except for the Disputes expressly excluded below or otherwise provided in this Section 17, any and all disputes, claims, or controversies arising out of or relating to this Agreement, the Services, or the relationship between the parties (“Disputes”), whether based on contract, tort, statute, or any other legal theory, will be resolved by binding and final arbitration. The following Disputes are excluded from this arbitration requirement: 1. Claims for injunctive or other equitable relief arising from actual or threatened infringement, misappropriation, or misuse of intellectual property rights; and 2. Claims that qualify for, and are brought in, small claims court. 1. **Informal Resolution** Before initiating arbitration, the party seeking relief must provide the other party with written notice of the Dispute (a "Dispute Notice") describing the nature of the claim and the relief sought. The parties agree to negotiate in good faith to resolve the Dispute for a period of sixty (60) days after delivery of the Dispute Notice. If the Dispute is not resolved within that period, either party may initiate arbitration. This informal resolution period is a mandatory precondition to commencing arbitration. Statutes of limitations are tolled during this period. 2. **Waiver of Jury Trial; CLASS ACTION WAIVER** EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE COVERED BY THIS SECTION 17. ALL DISPUTES SHALL BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING ANY DISPUTE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR AWARD CLASS-WIDE RELIEF. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCLUSIONS IN SECTION 17.1. 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. 3. **Arbitration Agreement** Arbitration will be administered by the American Arbitration Association (“AAA”). If a Dispute qualifies as a consumer dispute under the AAA Consumer Arbitration Rules and Mediation Procedures, the arbitration will be administered under those rules. Otherwise, the arbitration will be administered under the AAA Commercial Arbitration Rules and Mediation Procedures. Any applicable AAA supplementary rules or procedures will also apply. The applicable rules are referred to collectively as the “AAA Rules.” The arbitration will be conducted in English before one arbitrator selected in accordance with the AAA Rules. Unless the AAA Consumer Arbitration Rules or applicable law require otherwise, the arbitration will be conducted remotely or in New York, New York, as determined by the arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The parties will keep the arbitration confidential except to the extent disclosure is required by applicable law, necessary to enforce an award, or permitted by the arbitrator. The party initiating arbitration must provide a written demand containing: (a) a description of the Dispute and the claims asserted; (b) a good-faith calculation of the amount in controversy; (c) the relief requested; and (d) a certification that the informal-resolution process in Section 17.2 has been completed. Demands to Seismic must be sent to . Unless the AAA Consumer Arbitration Rules apply, the arbitrator must be a retired judge or an attorney licensed in New York or Delaware with substantial experience in commercial, financial-technology, or digital-asset disputes. The arbitrator may award any individual relief available in a court of competent jurisdiction, but may not consolidate proceedings, award class-wide or collective relief, or resolve any dispute regarding the validity or enforceability of the class-action waiver in Section 17.3. The award will be in writing, will state the essential findings and conclusions, and will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs except as otherwise required by applicable law, authorized by this Agreement, or awarded by the arbitrator. AAA administrative fees and arbitrator compensation will be allocated in accordance with the applicable AAA Rules. You may opt out of this Arbitration Agreement by sending written notice to within thirty (30) days after first becoming subject to this Agreement. Your opt-out notice must include your name, entity name (if applicable), and the email address associated with your Account and must state unequivocally that you wish to opt out of arbitration. If you validly opt out, all other provisions of this Agreement remain in effect, and Disputes will be resolved in the courts identified in Section 18.6. Opting out does not affect any arbitration agreement previously entered into with Seismic. If any portion of this Arbitration Agreement, other than Section 17.3, is held invalid or unenforceable, that portion will be severed and the remainder will remain in effect. ## GENERAL PROVISIONS 4. **Independent Contractors** The parties are independent contractors. Nothing in this Agreement creates or implies an employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the parties. Neither party has the right to bind the other or incur obligations on the other's behalf without prior written consent. 5. **Electronic Communications** You consent to receive communications from Seismic in electronic form, including by email and in-platform notification. All notices, disclosures, and other communications provided by Seismic electronically satisfy any legal requirement that such communications be in writing. 6. **Assignment** You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations hereunder without Seismic's prior written consent. Any attempted assignment in violation of this Section shall be null and void. Seismic may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes Seismic's obligations hereunder. 7. **Force Majeure** Seismic shall not be liable to you for any failure or delay in performance resulting from causes beyond Seismic's reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disturbance, governmental action, changes in applicable law, internet, telecommunications, cloud-infrastructure, or utility failure, cyberattack, denial-of-service or similar attack, blockchain-network outage, congestion, fork, or other disruption, stablecoin-issuer or payment-rail disruption, or the failure, suspension, or unavailability of any Third-Party Provider (each, a “Force Majeure Event”). A Force Majeure Event does not excuse your payment or reimbursement obligations. Seismic may suspend, restrict, or modify any affected Services for the duration of the event without liability. 8. **Governing Law** This Agreement and any Dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. 9. **Exclusive Venue** To the extent any Dispute is not subject to arbitration under Section 17, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of such Dispute, and waive any objection to such venue. 10. **Choice of Language** The parties agree that this Agreement and all related documents shall be drawn up and executed in the English language. Any translation is provided for convenience only; the English version controls in the event of any inconsistency. 11. **Notices** Notices to Seismic under this Agreement must be provided in writing and sent to the contact information in Section 18.12. Notices to you will be sent to the email or mailing address associated with your Account. Notices are effective upon receipt. 12. **Waiver** Failure by either party to enforce any provision of this Agreement on one occasion shall not constitute a waiver of that provision or any other provision of this Agreement, or of the right to enforce the same at a later time. 13. **Severability** If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. 14. **Entire Agreement** This Agreement, together with any applicable Supplemental Terms and Appendices other than Third-Party Terms, constitutes the entire agreement between the parties with respect to the products and services governed by this Agreement and supersedes all prior and contemporaneous negotiations, agreements, representations, and understandings concerning those products and services. Any Written Services Agreement governs the products and services it covers and controls over this Agreement and any Supplemental Terms to the extent of any conflict or inconsistency. 15. **Contact Information** Seismic Systems, Inc.\ 169 Madison Ave Ste 38471, New York, NY 10016\ Email: \ For compliance and suspicious activity matters: [compliance@seismic.systems](mailto:support@seismic.systems)\ For security incidents: [security@seismic.systems](mailto:support@seismic.systems) ## APPENDIX A – PROHIBITED ACTIVITIES LIST This Prohibited Activities List ("PAL") is incorporated by reference into, and forms part of, the Seismic Terms of Service. Capitalized terms not defined herein have the meanings given in the Terms of Service. **By accessing or using the Services, you acknowledge that you have read, understood, and agree to comply with this PAL.** 1. **Geographic and Jurisdictional Restrictions** 1. **Restricted Persons and Jurisdictions** Access to and use of the Services are prohibited for: (A) any person, entity, organization, or wallet address subject to sanctions, blocking restrictions, or other prohibitions administered or enforced by OFAC, the United Nations, the European Union, the UK Office of Financial Sanctions Implementation, or any other applicable governmental authority; and (B) any person or entity that resides in, is located in, is incorporated or organized in, maintains a registered office or principal place of business in, or accesses the Services from Belarus, Côte d’Ivoire, Crimea, Donetsk, Luhansk, Kherson, Zaporizhzhia, Myanmar, North Korea, Cuba, Iran, Iraq, Liberia, Libya, Russia, South Sudan, Sudan, Syria, Venezuela, the Central African Republic, the Democratic Republic of the Congo, Mali, Nicaragua, or any other jurisdiction designated by Seismic under Section 1.2 (collectively, the “Restricted Jurisdictions”). 2. **Additional Restricted Jurisdictions** Seismic may, in its sole discretion, restrict or limit access to the Services for users located in or connected to the following jurisdictions based on evolving regulatory requirements, compliance considerations, or risk assessments: Afghanistan, Bosnia and Herzegovina, China (Mainland), Guinea, Guinea-Bissau, Haiti, Somalia, Yemen, and Zimbabwe. This list is not exhaustive and may be updated in accordance with Section 5 below. 2. **Prohibited Conduct** 1. **Unlawful and Regulated Activities** Users may not use the Services to engage in, facilitate, or support: * Money laundering, terrorist financing, proliferation financing, or any transaction designed to conceal the origin, nature, or destination of illegal proceeds; * Transactions with individuals or entities on the OFAC SDN List, OFSI Consolidated List, or any equivalent sanctions list; * Tax evasion or the concealment of taxable events; * Fraud, market manipulation, wash trading, pump-and-dump activity, or other deceptive trading practices; * Structuring transactions to avoid reporting thresholds ("smurfing"); * The sale, distribution, or facilitation of controlled substances without proper licensure; * Human trafficking, forced labor, or any form of modern slavery; * The creation, distribution, or facilitation of child sexual abuse material or any content that exploits minors; * Unlicensed securities offerings, broker-dealer activity, or investment advisory services; * Violation of applicable export control, trade compliance, or sanctions laws; or * Any activity intended to circumvent or undermine Seismic's compliance controls or monitoring systems. 2. **Stablecoin-Specific Prohibitions** Users may not: * Modify or attempt to modify the issuance parameters, redemption terms, transfer restrictions or smart contract functionality of any stablecoin made available through the Services without the prior written authorization of Seismic and the applicable issuer or Third-Party Provider; * Create, issue, list, or market any derivative instrument, synthetic asset, wrapped token, or other financial product based on or referencing any stablecoin made available through the Services without Seismic’s prior written authorization; * Use mixing, tumbling, or similar obfuscation services in connection with any asset processed through the Services; * Circumvent or interfere with any stablecoin-issuer requirement, transfer restriction, redemption limitation, compliance control, or technical control; * Transact with wallet addresses or smart contracts identified on the OFAC SDN List or any other applicable sanctions list or blocklist; or * Take any action that would cause Seismic or a Third-Party Provider to violate applicable law. 3. **Prohibited Business Types and Industries** Regardless of licensing or other regulatory status, the following business types and industries may not use the Services without Seismic's prior written authorization: * Investment and consumer credit services, including businesses offering investment products, securities brokerage, regulated lending, payday lending, or rent-to-own arrangements; * Check cashing, currency exchange, or bail bond services; * Debt collection agencies or debt buyers; * Businesses primarily engaged in the sale or distribution of counterfeit, replica, or unauthorized branded goods; * Adult content platforms or services, including businesses that generate, distribute, or facilitate access to explicit sexual content for compensation; * Multi-level marketing businesses, pyramid schemes, or businesses that primarily compensate participants based on recruitment rather than product or service sales; * Digital asset exchange, brokerage, or custody services operating on behalf of the users' own customers, without prior written authorization from Seismic and any applicable Third-Party Provider; * Money services businesses, payment processors, or money transmitters acting on behalf of the users' own customers, without prior written authorization from Seismic and any applicable Third-Party Provider; and * Any other business type or use case that Seismic or an applicable Third-Party Provider determines, in its sole discretion, presents an elevated risk of financial crime, regulatory exposure, reputational harm, or violation of applicable law. 3. **Platform Integrity and Identity Requirements** Users shall not: * Provide false, misleading, or incomplete information regarding their identity, beneficial ownership, source of funds, or business activities; * Conduct transactions on behalf of undisclosed third parties or act as an unlicensed intermediary; * Impersonate Seismic, any Third-Party Provider, or any other person or entity; * Use Seismic's name, logo, or branding without prior written consent; or * Attempt to bypass, disable, or interfere with Seismic's security measures, jurisdictional controls, or transaction monitoring systems. 4. **Activities Requiring Enhanced Due Diligence** The following activities are not prohibited outright but require prior written authorization from Seismic and may be subject to enhanced onboarding and ongoing monitoring: * Clients operating as cryptocurrency exchanges, broker-dealers, money services businesses, or payment service providers; * High-value transactions, unusual transaction volumes, or transaction patterns indicative of structuring or other elevated risk; * Transactions involving politically exposed persons ("PEPs"), their immediate family members, or known close associates; and * Use cases presenting elevated financial crime risk as determined by Seismic’s compliance program. 5. **Modifications** Seismic may amend this PAL at any time to reflect changes in applicable law, regulatory guidance, sanctions designations, or internal risk policies. Changes will be communicated through the Services or via the contact information associated with your Account. Continued use of the Services following any such amendment constitutes acceptance of the updated PAL. For questions regarding this PAL or to report suspected violations, please contact: --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation by asking a question. Perform an HTTP GET request on the following URL with the `ask` and `goal` query parameters: ``` GET https://docs.seismic.systems/reference/terms-of-service.md?ask=&goal= ``` `ask` is the immediate question: it should be specific, self-contained, and written in natural language. `goal` is what the user is ultimately trying to achieve, the reason they need the answer. Sharing it helps GitBook give you a better, more relevant answer. A goal is most helpful when it describes the outcome the user wants rather than restating the question. For example, with `ask=how do I create an API token`, a goal like `automate deployments from our CI pipeline` lets GitBook tailor the answer to that use case. The response will contain a direct answer to the question and relevant excerpts and sources from the documentation. Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.