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Our Nexus technology enables issuers of tokenized US Treasuries and stablecoins to offer instant minting and redemption to their clients.
Contact Us* Important Information Regarding Token Regulatory and Eligibility Matters: The tokenized assets referenced herein (including Ondo Global Markets tokenized stocks, tokenized ETFs, and tokenized ADRs, (collectively, the "Ondo GM Tokens"), USDY tokens and OUSG tokens) (collectively, the "Tokens") have not been registered under the US Securities Act of 1933, as amended (the "Act") or the securities or financial instrument laws of any other jurisdiction. The Tokens may not be offered or sold in the United States or to US persons unless registered under the Act or an exemption from the registration requirements thereof is available. In certain jurisdictions, including the United Kingdom, Switzerland and (for certain Tokens) the European Economic Area ("EEA"), the Ondo GM Tokens and USDY tokens are offered and sold only to qualified investors or professional clients, as the case may be (or that jurisdiction's analogue thereof). OUSG tokens are available solely to persons who are accredited investors (as defined in Rule 501 of Regulation D under the Act) and qualified purchasers (as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the "40 Act"). Other jurisdiction-based prohibitions and restrictions apply. See docs.ondo.finance for details. The Token issuers are not registered as investment companies under the 40 Act, as amended, or as an Alternative Investment Funds or Undertakings for Collective Investment in Transferable Securities in the EEA, or under the securities or financial instrument laws of any other jurisdiction.
Important Information Regarding Ondo GM Tokens and USDY Tokens: Ondo GM Tokens provide their holders with economic exposure to the value of their underlying assets, including the value of dividends (less applicable tax withholdings). However, Ondo GM Tokens are not themselves stocks, ETFs or ADRs, and the Ondo GM Tokens do not provide their holders with rights to hold or receive their respective underlying assets. Similarly, USDY tokens provide their holders with economic exposure to short-term US treasuries, but USDY tokens are not themselves US treasuries and do not provide their holders with rights to hold or receive any US treasuries.
Important Information for EEA/EU Investors in Ondo GM Tokens: In the EEA/EU, certain Ondo GM Tokens are offered to both Professional and Retail Investors. A base prospectus relating to the Ondo GM Tokens has been approved by the Financial Market Authority Liechtenstein (FMA) and notified, at the issuer's request, to certain EEA Member States (the "Relevant EEA States"). The prospectus is published at app.ondo.finance at each applicable Ondo GM Token's webpage. The approval of the prospectus should not be understood as an endorsement of the Ondo GM Tokens. Investors residing in the EU/EEA should read the prospectus, and the relevant final terms and KID for each applicable Ondo GM Token, before investing in order to fully understand the potential risks and rewards associated with the decision to invest. This notice is a marketing communication and does not constitute a prospectus.
Important Information Regarding Ondo GM Tokens on Binance's Multilateral Trading Facility authorised in Abu Dhabi Global Market: Certain Ondo GM Tokens (referred to in the UAE as "Digital Securities") have been admitted to trading on Nest Exchange Limited, a Multilateral Trading Facility for Digital Assets operated by Binance in the Abu Dhabi Global Market ("ADGM"), authorised by the Financial Services Regulatory Authority (the "FSRA"). Such Digital Securities are available for trading by those investors eligible for a Binance account. The ADGM FSRA has no responsibility for reviewing or verifying any documents in connection with the admission to trading of such Digital Securities in the ADGM. The FSRA has not approved the documents in connection with the admission to trading nor taken steps to verify the information set out in it and has no responsibility for it. No offer of securities is being made in ADGM. Prospective purchasers of such Digital Securities admitted to trading should conduct their own due diligence on such Digital Securities. Important Information Regarding United Kingdom's Financial Services and Markets Act 2000 (Financial Promotions) Order 2005: In the United Kingdom, the communications herein may be deemed a financial promotion pursuant to Section 21 of the Financial Services and Markets Act 2000. To the extent that any such finding is made, the communications herein are only intended for, and directed at, investment professionals as defined in article 19 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "FPO") who have experience of interacting with the Ondo GM Tokens and USDY tokens; high net worth companies as defined in article 49 of the FPO, and/or any other persons to whom lawful communication is permitted. Any person not falling within these categories is not permitted to act upon anything within the communications herein, and shall not be entitled to rely upon their contents. Ondo Global Markets (BVI) Limited will not enter into arrangements with such persons concerning Ondo GM Tokens and USDY tokens as a result of this or any other communication. Important Information Regarding Token Issuers and Other Persons: Ondo GM Tokens and USDY tokens are issued by Ondo Global Markets (BVI) Limited, a British Virgin Islands business company. OUSG tokens are issued by Ondo I LP, a Delaware (USA) limited partnership (the "Fund"). Ondo Finance Inc., a Delaware (USA) corporation, provides tokenization services to, and is an equity holder of, Ondo Global Markets (BVI) Limited. Ondo Finance Inc. is also the sole member of both the general partner of the Fund and the investment adviser to the Fund, Ondo Capital Management LLC (the "Adviser"). The Adviser is a Registered Investment Adviser registered with the U.S. Securities and Exchange Commission ("SEC"). The Adviser's current written disclosure statement (Form ADV Part 2A) discussing its advisory services and fees is available upon request or at the SEC's Investment Adviser Public Disclosure website (www.adviserinfo.sec.gov). Registration as an investment adviser does not imply a certain level of skill or training. The Adviser shall not be responsible for any errors or omissions, or for the results obtained from the use of the information provided by the Adviser, the Fund or any of their respective affiliates, control persons, agents or representatives. Certain Other Important Information: The Token issuers, their affiliates, their respective shareholders and members, and their respective directors, officers, employees, consultants, agents and representatives (the "Ondo Persons") do not endorse, the Ondo Persons do not make any representation or warranty whatsoever (express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose, or non-infringement) regarding, and THE ONDO PERSONS SHALL NOT HAVE ANY LIABILITY WHATSOEVER WITH RESPECT TO ANYONE'S USE OF, any third-party products, services or technologies referenced herein.
The communications herein are only intended for actual or potential business relationships or technical integrations with respect to Tokens. Nothing herein constitutes an offer to sell, or any solicitation of an offer to buy, any assets. Nothing herein constitutes investment, legal, tax or financial advice. Acquiring Tokens involves risks. A holder of Tokens may incur losses, including total loss of their purchase price. Past performance may not be (and for the Tokens will not be) an indication of future results. Investors are responsible for conducting their own research, investigation, verification, checks or consultation for professional or investment advice.
The communications herein may contain forward-looking statements, including, but not limited to, statements regarding future financial performance, business strategies, or expectations for the growth or development of Ondo Finance, any Token Issuer, or any of their respective affiliates (each, an "Applicable Entity"). These statements are based on management's current expectations, estimates, projections, and beliefs, and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those anticipated. Forward-looking statements can be identified by the use of terminology such as "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other similar expressions. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following: economic, competitive, legal, governmental, and technological factors affecting the operations, markets, products, services, or prices of any Applicable Entity. No Applicable Entity undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Additional terms and restrictions apply. See docs.ondo.finance/legal/terms-of-service, docs.ondo.finance, ondo.finance and (as applicable) the Token offering documents for details.
¹ APY (Annual Percentage Yield) is accurate as of 2025-12-29. For USDY, APY is set monthly by Ondo in accordance with the USDY governing documents. For OUSG, APY is calculated by annualizing the increase in price over the past 30 days.
Legal
Privacy Policy
Last Updated: February 4, 2025This Privacy Policy (“Policy”) describes how Ondo Finance Inc. and its directly or indirectly controlled affiliates, including but not limited to, Ondo I LP and Ondo USDY LLC, (“Ondo,” “we,” “us” or “our”) may collect, use and disclose information, and your choices regarding this information. Please read this Policy carefully and contact us with questions at legal@ondo.finance.
Applicability of This Policy
This Policy applies to our Services, which include our websites and mobile applications featuring this Policy (collectively, the “Sites”), the services and tools we provide on or make available via our platform, any interaction with Ondo’s APIs or other user interfaces relating to issuances of our tokenized assets, bridging or conversion tools made available for your use, insights, or subscribing in or managing blockchain-based smart contracts or any other features or content we own or operate or third party applications or smart contracts relying on such Ondo interfaces or smart contracts, and related services, including but not limited to blockchain-based tokens that are generated or transferred by or otherwise interact with any such smart contracts (collectively, the “Services and Tools”). If you do not agree with the terms of this Policy, do not access or use the Services and Tools, Sites, or otherwise interact with our business.This Policy does not address our privacy practices relating to Ondo job applicants, employees and other personnel. This Policy is also not a contract and does not create any legal rights or obligations. We may also choose or be required by law to provide different or additional disclosures relating to the processing of your information, which should not be interpreted as limiting the terms of this Policy.What We Collect
The categories of information we collect depend on how you interact with us and our Services and Tools. Ondo collects information that individuals provide directly to us, information we collect automatically when individuals interact with us, and information we collect from third-party sources and other organizations.Information You Provide
We may collect the following information you provide directly to us in connection with our Services and Tools:- Contact Information, such as your name, email address, physical address, and communication preferences.
- Financial Information, such as your blockchain addresses, blockchain wallet information, asset holdings, transaction history, and associated fees paid.
- Transaction Information such as information about the transactions you make on or using our Services and Tools, such as the type of transaction, transaction amount, and timestamp.
- Background Information for KYC and other regulatory customer diligence requirements, which may include collection of your passport, photos, bank account statements, assets, utility bills, proof of income, incorporation documents, and tax ID and verification information.
- Interaction Information, such as the information you submit through your interactions with us, including feedback, communications, inquiries, questionnaires and other survey responses, your use of the Services and Tools, and information you provide to our first- and third-party support teams, including via our help chat.
Information We Collect Automatically
As is true of many digital platforms, we and our third-party providers may also collect certain information from an individual’s device, browsing actions, and site usage patterns automatically when visiting or interacting with our Services and Tools, which may include:- Online Identifiers, such as geo location/tracking details, browser fingerprint, mobile carrier, MAC address, user settings, mobile ad identifiers, Internet service provider, operating system, browser name and version, personal IP addresses, the URL entered and the referring page/campaign, date/time of visit, the time spent on our services, and any errors that may occur during the visit to our services.
- Usage Data, such as the electronic path taken to our services, through our services, and when exiting our services, as well as information pertaining to usage and activity on our services (including pages visited, links clicked, content interacted with, and duration and frequency of the activities).
- Location Information, such as IP-derived location, used at the city level for fraud detection, customer support and product improvement purposes.
- Cookies and Other Tracking Technologies. We, and third parties we authorize, collect information through (i) cookies or small data files that are stored on an individual’s device or browser and (ii) other, similar technologies, such as web beacons, pixels, embedded scripts, location-identifying technologies and logging technologies (collectively, “Cookies”). We use Cookies to automatically collect and use or disclose information for the purposes described in this Privacy Policy, including to analyze and track data, determine the popularity of certain content, and better understand each user’s online activity. We may combine this Cookie information with other information we collect about you. You may choose to set your web browser to refuse Cookies, or to alert you when Cookies are being sent. If you do so, please note that some parts of our Services and Tools may not function properly.
Infrmation from Third Parties and Other Sources
We also obtain personal information from third-party sources, which we often combine with personal information we collect either automatically or directly from an individual.We may receive the same categories of personal information as described above from the following third parties:- Affiliates. We may receive information from other companies owned or controlled by Ondo, and other companies owning or under common ownership with Ondo, particularly when we collaborate in providing the Services and Tools.
- Social Media. If an individual chooses to interact with us on social media, we may collect personal information about them from their social media account that they make public. We use personal information collected in connection with their social media account to communicate with them, better understand their interests and preferences, and better understand our user base in the aggregate.
- Identity Verification Providers. In certain circumstances, we may engage third-party identity verification providers to help us verify the identity of a specific individual with whom we are interacting. This information is used primarily for purposes of preventing fraud.
- Data Analytics Providers. We rely on third-party providers to help us collect analytics relating to our services and user base. These data analytics providers often collect personal information directly from individuals or public blockchains and share some or all of this information with us in connection with their analytics services.
- Other Service Providers. Other service providers that perform services solely on our behalf, such as website hosting and marketing providers, collect personal information and often share some or all of this information with us in connection with their services.
- Information Providers. We may from time to time obtain information from third-party information providers to correct or supplement personal information we collect. For example, we may obtain background check information from credit bureaus or updated contact information from third-party information providers to connect with an individual who may be interested in our services.
- Publicly Available Sources. We collect personal information about individuals that we do not otherwise have, such as information publicly available on various blockchains (see below), public contact information or an individual’s interest in our services from publicly available sources. We may combine this information with the information we collect from an individual directly.
Our Collection of Blockchain Information
Blockchain is a shared, immutable ledger used to record transactions of assets. In connection with our services, we may collect the following current and historical blockchain information directly from individuals, from the third parties identified above, or from public blockchains themselves:- Account Address: The unique blockchain address or domain from or to which assets are transferred.
- Wallet Information: The wallet provider and wallet connected to a specific account address.
- Account Balance & Assets: The balance associated with the blockchain address, as well as the assets stored in connection with that account.
- Transaction Details: The transaction identifier, blockchain position for the transaction, date and time of the transaction, type of transaction, amount sent or received, fee amount, account address of the sender and recipient, and storage size of the transaction.
How We Use Information
We use your information and blockchain information in accordance with your instructions, including any applicable terms in the Terms of Use, to provide data processing as described in the policies and agreements of our affiliates, and as required by applicable law. We may also use the information we collect for:Providing Services and Tools and Features
We may use the information we collect to provide, personalize, maintain, and improve our products and Services and Tools, including as we described in the Terms of Use. This includes using information to:- operate, maintain, customize, test, measure, and improve our Services and Tools, and manage our organization and business;
- facilitate and process transactions;
- send information, including confirmations, notices, updates, technical alerts, security alerts, surveys, and support and administrative messages;
- communicate with you about the Services and Tools and events offered by Ondo and others and provide news and information that we think will interest you;
- personalize and improve your experience on our Services and Tools;
- monitor and analyze trends, usage, and activities in connection with our Services and Tools; and
- to create de-identified or aggregated data.
Safety and Security
We may use your information to help maintain the safety, security, and integrity of you and our Services and Tools, including to:- protect, investigate, and deter against fraudulent, unauthorized, or illegal activity;
- monitor and verify identity or service access, combat spam, malware or security risks;
- perform internal operations necessary to provide our Services and Tools, including to test, diagnose, and troubleshoot software bugs and technical and operational problems;
- help maintain the safety, security, and integrity of our property and Services and Tools, technology assets, and business;
- enforce our agreements with third parties, and address violations of our Terms of Use or agreements for other Services and Tools;
- detect, prevent, investigate, or provide notice of security incidents or other malicious, deceptive, fraudulent, or illegal activity and protect the rights and property of Ondo and others; and
- comply with applicable security laws and regulations.
User Support
We may use information we collect to provide support, including to:- direct questions to the appropriate support person;
- respond to your comments and questions and provide customer service
- investigate, troubleshoot, address and resolve user concerns and problems using the Services and Tools; and
- monitor and improve our customer support responses and processes.
Research and Development
We may use the information we collect for testing, research, analysis, and product development to improve your experience. This helps us to improve and enhance the safety and security of our Services and Tools, improve our ability to prevent the use of our Services and Tools for illegal or improper purposes and develop new features and products relating to our Services and Tools.Legal and Regulatory Compliance
We may verify your identity and conduct KYC and other customer diligence requirements by comparing the personal information you provide against third-party databases and public records, or conducting a background check. We may use the information we collect to investigate or address claims or disputes relating to use of our Services and Tools, or as otherwise allowed by applicable law, or as requested by regulators, government entities, and official inquiries. We may process the information to facilitate business transactions and reorganizations impacting the structure of our business, or to otherwise comply with our legal and financial obligations.Direct Marketing
We may use the information we collect to market our Services and Tools to you. This may include sending you communications about our Services and Tools, features, promotions, surveys, news, updates, and events, and managing your participation in these promotions and events. If you do not want us to send you marketing communications, please opt out by selecting “unsubscribe” to any marketing email sent by us or by contacting us at legal@ondo.finance.How We Share & Disclose Information
We may share your information and blockchain information in the following circumstances:- With Affiliates: We share information with other companies owned or controlled by Ondo, and other companies owning or under common ownership or control with Ondo, particularly when we collaborate in providing Services and Tools.
- At Your Direction. We may share information with third parties you engage with through our Services and Tools or as needed to fulfill a request or transaction. For example, you may let us share personal information with others for their own marketing uses. Those uses will be subject to the recipient’s privacy policies.
- To Comply with Our Legal Obligations. We may share your information: (A) to cooperate with government or regulatory investigations; (B) when we are compelled to do so by a subpoena, court order, or similar legal procedure; (C) when we believe in good faith that the disclosure of personal information is necessary to prevent harm to another person; (D) to report suspected illegal activity; or (E) to investigate violations of our User Agreement or any other applicable policies.
- With Service Providers. We may share your information with service providers who help facilitate business and compliance operations such as marketing and technology services. Our contracts require these service providers to only use your information in connection with the services they perform for us.
- Identity Verification Providers. Where we engage a third-party identity verification provider to help us verify the identity of a specific individual with whom we are interacting, we will typically provide the third-party identity verification provider sufficient information to facilitate the identity verification service.
- With Public Blockchains. We will make information relating to certain transactions available on public blockchains to the extent such information is customarily shared in connection with consummating a blockchain transaction. Please note this information is publicly available and may be shared freely.
- During a Change to Our Business. If we engage in a merger, acquisition, bankruptcy, dissolution, reorganization, sale of some or all of our assets or stock, financing, public offering of securities, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities, some or all of your information may be shared or transferred, subject to standard confidentiality arrangements.
- Legal Obligations and Rights. We share or otherwise disclose information to third parties, such as our lawyers, other professional advisors and law enforcement:
- Where necessary to obtain advice or otherwise protect and manage our business interests;
- In connection with the establishment, exercise, or defense of legal claims;
- To comply with laws or to respond to lawful requests or legal process, including lawful requests by public authorities to meet national security or law enforcement requirements;
- To protect our rights and property and the rights and property of others, including to enforce our agreements and policies;
- To detect, suppress, or prevent fraud;
- To protect the health and safety of us and others; or
- As otherwise required by applicable law.
- Aggregated or De-identified Data. We may share aggregated and/or anonymized data with others for their own uses.
Legal Bases for Using Your Information
Where the law requires the identification of the legal basis on which rely to process your information, the legal bases for using your information as set out in this Privacy Policy are as follows:- Where we need to perform the contract we are about to enter into or have entered into with you for the Services and Tools.
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal or regulatory obligation in the relevant jurisdiction.
- Where we have your consent to process your information in a certain way.
Your Rights and Choices
If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Contact Us” section below at any time. Your local laws may permit you to request that we:- provide access to and/or a copy of certain information we hold about you.
- update information which is out of date or incorrect.
- delete certain information that we are holding about you.
- restrict the way that we process and disclose certain of your information.
- permit you to revoke your consent for the processing of your information.
Data Retention
To view or update your information, contact us at legal@ondo.finance. We store your information throughout the life of your use of any Sites or Services and Tools and retain your information for a minimum of five (5) years to comply with our legal obligations or to resolve disputes. If you cease using any Sites or Services and Tools, we may still process and share your information with third parties, such as may be necessary to prevent fraud and assist law enforcement, as required by law, or as otherwise to protection our legal rights, or those of others, such as in the case of litigation, or otherwise in accordance with this Policy.Security
We maintain administrative, technical and physical safeguards designed to protect the personal information we maintain against unauthorized access or disclosure. No system can be completely secure. Therefore, although we take steps to secure your information, we cannot guarantee that your information, searches, or other communication will always remain secure. You are responsible for all activity relating to any of your blockchain network addresses and/or blockchain-based wallets.Age Limitations
To the extent prohibited by applicable law, we do not allow use of our Services and Tools or Sites by anyone younger than the legal age in the jurisdiction in which the user resides. If you learn that anyone younger than the legal age has unlawfully provided us with personal data, please contact us at legal@ondo.finance and we will take steps to delete such information, close any such accounts, and, to the extent possible, prevent the user from continuing to use our Services and Tools.Changes to This Policy
If we make any changes, we will change the Last Updated date above. We encourage you to review this Policy to stay informed. If we make material changes, we will provide additional notice, such as via the email specified in your account or through the Services and Tools or Sites.Online Tracking Opt-out Guide
Like many companies online, we use services provided by Google and other companies that use Cookies. These services rely on Cookies to collect directly from your device information about your browsing activities, your interactions with websites, and the device you are using to connect to the Internet. There are a number of ways to opt out of having your online activity and device data collected through these services, which we have summarized below:- Blocking cookies in your browser. Most browsers let you remove or reject cookies, including cookies used for interest-based advertising. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. For more information about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org.
- Blocking advertising ID use in your mobile settings. Your mobile device settings may provide functionality to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes. Using privacy plug-ins or browsers. You can block our websites from setting cookies used for interest-based ads by using a browser with privacy features.
- Platform opt-outs. The following advertising partner offers opt-out features that let you opt-out of use of your information for interest-based advertising:
- Google Analytics. For more information about how Google uses your data, please visit Google Analytics Privacy Policy. You can also view Google’s currently available opt-out options for Google Analytics here.
- Advertising industry opt-out tools. You can also use the opt-out options set forth below to limit use of your information for interest-based advertising by participating companies. Note that because these opt-out mechanisms are specific to the device or browser on which they are exercised, you will need to opt out on every browser and device that you use.
- Digital Advertising Alliance: http://optout.aboutads.infoNetwork
- Advertising Initiative: http://optout.networkadvertising.org/
Additional Disclosure for Our Consumers and Customers
This Additional Disclosure governs our collection, use and sharing of personal information that users provide to us to initiate or complete the process of interacting with the financial Services and Tools. To the extent there are conflicting provisions between this Additional Disclosure and other sections of the Privacy Policy, the Additional Disclosure will govern.The types of personal information we collect and share can include:- Contact details
- Transaction history
- Cryptocurrency balances and wallets
Reasons We Can Share Your Personal Information
We need to share users’ personal information to operate certain aspects of our Sites, Services and Tools and business. The below includes information on whether we share your personal information, the reasons we share your personal information and whether you can limit this sharing.- We share users’ personal information for our everyday business purposes, including to operate, maintain and upgrade our Services and Tools and to support the use thereof, and to respond to court orders and legal investigations. You cannot limit our sharing of this information.
- We share users’ personal information for our marketing purposes, such as to offer our products and services to you. You cannot limit our sharing of this information.
- We do not share users’ personal information for joint marketing with partner financial companies.
- We do not share users’ personal information for nonaffiliates to market to you, subject to the terms of this Policy and any agreement between you and us.
How Does Ondo Protect My Personal Information?
To protect your personal information from unauthorized access and use, we use security measures that comply with applicable law. These measures include computer safeguards and secured files and buildings.How Does Ondo Collect My Personal Information?
We collect your personal information when you register for an account through the Services and Tools before you deposit Digital Assets in the Services and Tools, make transactions using the Services and Tools, withdraw Digital Assets from the Services and Tools, or otherwise interact with us or the Services and Tools. We may also collect your personal information automatically through your use of the Services and Tools or from other companies.Contact Us
Please contact us if you have any questions about this Policy or if you are seeking to exercise any of your statutory rights. Subject to applicable laws, we will respond within a reasonable timeframe. You may contact us at legal@ondo.finance.Legal
Terms of Service
Last Updated: February 2, 2026These terms of service, together with any documents and additional terms they expressly incorporate by reference, which includes any applicable Tool Specific Terms (as defined below) and any other terms and conditions or other agreement that Ondo Finance Inc. (“Ondo,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Ondo and you concerning your use of, and access to, Ondo’s websites, including ondo.finance, and Ondo’s web applications, mobile applications, and all associated sites linked thereto by Ondo, its Affiliates or the Covered Entities (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”) and the Services (as defined in Section 2.1).FOR THE AVOIDANCE OF DOUBT, THESE TERMS GOVERN ONLY YOUR ACCESS TO AND USE OF THE SITE AND ONDO’S SOFTWARE, WEBSITE HOSTING, DASHBOARDS, APIS, AND TECHNICAL INTERFACES. THEY DO NOT GOVERN, AND ONDO DOES NOT PROVIDE, ANY ISSUANCE, SALE, PURCHASE, REDEMPTION, TRADING, TRANSACTIONAL OR ECONOMIC TERMS OF ANY DIGITAL ASSET OR FINANCIAL PRODUCT OR SERVICE OFFERED BY ANY AFFILIATE, COVERED ENTITY OR ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ONDO I LP (THE ISSUER OF OUSG TOKENS) AND ONDO GLOBAL MARKETS (BVI) LIMITED (THE ISSUER OF GLOBAL MARKETS TOKENS).THESE TERMS ARE SEPARATED INTO TWO PARTS: (A) PART I OF THESE TERMS SETS OUT THE GENERAL TERMS THAT APPLY TO THE SITE AND THE SERVICES (“GENERAL TERMS”); AND (B) PART II OF THESE TERMS SETS OUT THE TOOL SPECIFIC TERMS (AS DEFINED IN THE PARAGRAPH DIRECTLY BELOW). Unless otherwise specified, all references to Sections in these Terms are references to Sections in the General Terms.NOTICE REGARDING TOOLS: As part of the Services (as defined in Section 2.1), Ondo may provide you the ability to access certain self-service tools that are deployed on blockchain networks (each, a “Tool”). For example, Ondo may enable you to access Tools through messaging protocols to interact with centralized or decentralized applications; APIs; and other software that Ondo has developed or otherwise makes available to you. Each Tool may be subject to additional terms that are specific to that Tool, including the Tool Specific Terms that are described in Part II of these Terms (the “Tool Specific Terms”). Ondo provides access to Tools for convenience only. You are solely responsible for your use of, and interactions with, any Tool, and you are solely responsible for reviewing and complying with any and all applicable eligibility requirements. If you use or otherwise interact with a Tool, you do so at your own risk. You expressly relieve Ondo from any and all liability arising from any noncompliance with applicable eligibility requirements or your use of any Tools. Entering into bilateral transactions (including smart contract based decentralized transactions) involving the Tools and/or cryptocurrency or other blockchain based assets (collectively, “Digital Assets”) is not part of the Services and any such activities or transactions are done at your own risk. You acknowledge and agree that Ondo does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through a blockchain. You acknowledge that any execution, settlement or clearing of decentralized blockchain transactions (including involving a Digital Asset) occurs directly on the Ethereum blockchain (or such other blockchain as may be indicated in the relevant Services interface) and that Ondo is not involved in or responsible for any such activity or transactions.By clicking “I agree” (or similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 14, and acknowledge that you have read and understood our Privacy Policy as further described in Section 15.1. If you do not agree to these Terms, then you must not access or use the Site or the Services. Please carefully review the disclosures and disclaimers set forth in Section 11 and elsewhere in these Terms in their entirety before accessing or using any software, services, or other offerings developed, owned or otherwise made available by Ondo. These Terms set forth important details about the legal obligations associated with your use of the Services.PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER IN SECTION 14 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 14, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
PART I: General Terms
1. Modifications to These Terms
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.2. Use of Services
2.1 The Services. For purposes of these Terms, the “Services” mean solely: (a) access to the Site; (b) the provision of software-based tools, dashboards, APIs, and technical interfaces hosted or made available by Ondo that display information or enable users to transmit instructions, messages, or requests to third-party services, protocols, or issuers, including, but not limited, to Covered Entities; and (c) certain Tools as defined herein. The Services are limited to website and application hosting, software functionality, and technical infrastructure. Ondo provides the Services exclusively in its capacity as a software and technology provider. The Services include access to the Site; informational content; and technical tools, dashboards, interfaces, APIs, and software that enable users to transmit instructions or requests to Affiliates, Covered Entities, other third‑parties or blockchain protocols. The Services do not constitute brokerage, exchange, execution, settlement, clearing, custody, investment advisory, or asset issuance services. Certain features of the Site may allow users to initiate, submit, or route requests or instructions to purchase or sell digital assets offered by Covered Entities or other third‑parties. Ondo provides such features solely as a technical interface and does not determine eligibility, approve transactions, set pricing, or guarantee transaction completion.2.2 Conditions. As a condition to accessing or using the Services or the Site, you represent and warrant to Ondo the following:2.2.1 if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;2.2.2 you are not a resident, national, or agent of Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine or any other country or jurisdiction to which the United States embargoes goods or imposes similar sanctions (collectively, “Restricted Person”);2.2.3 you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, Switzerland, the British Virgin Islands, the United Nations, or any department, agency or other governmental authority thereof or thereunder (collectively, “Sanctions Lists Persons”) and you do not intend to transact with any Restricted Person or Sanctions List Person;2.2.4 you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; and2.2.5 your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Ondo, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.2.2.6 you will not access or use any application, interface or functionality hosted on or made available through the Site or Services on behalf of any Covered Entity unless you satisfy, and will continue to satisfy for the duration of such access or use, all eligibility criteria, requirements, and conditions established by such Covered Entity for that application, interface, or functionality, and you acknowledge that Ondo does not verify, and assumes no responsibility for verifying, your compliance with any of these aforementioned requirements.2.3 Acknowledgements. As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:2.3.1 from time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Ondo or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Ondo’s control or that Ondo could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;2.3.2 we reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;2.3.3 the Site and the Services may evolve, which means Ondo may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion;2.3.4 any information displayed on the Site, including any pricing, yield, rate, or other financial data, is provided for informational purposes only by or on behalf of the applicable Affiliate, Covered Entity or other third-party, and does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with Ondo;2.3.5 Ondo does not act as an agent for you or any other user of the Site or the Services, and Ondo is not a party to any transaction between you and any Affiliate, Covered Entity or other third-party;2.3.6 you are solely responsible for your use of the Services. To the extent you interact with any Digital Assets or third-party services through the Site, you are solely responsible for the custody and control of your Digital Assets and any decisions relating thereto;2.3.7 to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;2.3.8 you are solely responsible for reporting and paying any taxes applicable to your use of the Site and any transactions you conduct through or in connection with interfaces accessible via the Site; and2.3.9 Ondo has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets or products offered by Covered Entities or other third-parties. Ondo is not responsible for ensuring that any Covered Entity or other entity with whom you transact completes any transaction or is authorized to do so. If you experience a problem with any transaction conducted through interfaces accessible via the Site, you bear the entire risk.2.4 Covenants. As a condition to accessing or using the Services or the Site, you covenant to Ondo the following:2.4.1 in connection with using the Services, you will only use legally-obtained Digital Assets that belong to you;2.4.2 you will comply with all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;2.4.3 any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such Digital Assets;2.4.4 in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will, at all times, (a) ensure that all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) maintain the security and confidentiality of your private keys associated with your public Ether address, passwords, API keys, private keys associated with your Services account and other related credentials.3. Fees and Blockchain Costs
In connection with your use of the Services, you may be required to pay all fees necessary for interacting with Ethereum or any other applicable blockchain, including transaction costs. Any fee estimates displayed on the Site are provided for informational purposes only and may vary from the actual fees incurred. Ondo does not charge fees for access to the Site; any fees associated with transactions conducted through Affiliate, Covered Entity or third-party interfaces are governed by the applicable Affiliate’s, Covered Entity’s or third-party’s terms.4. No Professional Advice or Fiduciary Duties
Unless otherwise stated, all information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.5. Prohibited Activity
You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at legal@ondo.finance. By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:5.1 violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the US Department of Treasury’s Office of Foreign Asset Controls;5.2 engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Ondo’s intellectual property, name, or logo, including use of Ondo’s trade or service marks, without express consent from Ondo or in a manner that otherwise harm Ondo; any action that implies an untrue endorsement by or affiliation with Ondo;5.3 use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;5.4 circumvent any content-filtering techniques, security measures or access controls that Ondo employs on the Site, including, without limitation, through the use of a VPN;5.5 use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;5.6 provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud Ondo, other users of the Services, or any other person;5.7 use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;5.8 use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, manipulative, or otherwise objectionable, likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; 5.9 use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited;5.10 harass, abuse, or harm of another person or entity, including Ondo’s employees and service providers; impersonate another user of the Services or otherwise misrepresent yourself;5.11 engage in activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by US law; or5.12 encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.6. Content
You hereby grant to us 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 content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content”), including, without limitation, for promoting Ondo, its Affiliates, Covered Entities, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.7. Proprietary Rights
7.1 Any Ondo names, logos, and other marks used on the Site or as a part of the Services are trademarks owned by Ondo, its Affiliates, the Covered Entities or their applicable licensors. You may not copy, imitate, or use them without the prior written consent of Ondo or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.8. Third-Party Services
The Services may enable you to access or view links to other World Wide Web or accessible sites, applications, or resources, and may enable you to access, download or otherwise interact with content, services, applications and/or resources provided by third parties (for example, eligible crypto wallet providers and blockchain networks) that are not owned or controlled by Ondo (collectively, “Third-Party Services”), and certain functionality of the Service may require you to register for or otherwise use Third-Party Services. You acknowledge and agree that Ondo is not responsible for the availability of such Third-Party Services, and that Ondo does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Services. You further acknowledge and agree that Ondo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services, including without limitation your use of or reliance on any content, goods, or services available on or through any Third-Party Services.For the avoidance of doubt, Covered Entities are separate legal entities that provide their own services under their own terms. Although the Site may host or display interfaces for Covered Entities services, such hosting does not make Ondo a provider of, or a party to, those services or any transactions conducted through those interfaces.YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTION OR TRANSACTION BY YOU WITH, ON OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY SERVICE’S TERMS AND CONDITIONS AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE, AND ANY TRANSACTION AND/OR INTERACTION BY YOU WITH, ON OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICE.9. Modification, Suspension, and Termination
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 7 through 15.10. Assumption of Risks
10.1 By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like Ether (ETH); Ethereum blockchain-based tokens, and systems that interact with blockchain-based networks. Ondo does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that Ondo is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based network. Neither Ondo nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.10.2 The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Ondo to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.10.3 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update Ondo-developed or owned software related to the Services to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.10.4 You understand that the Ethereum blockchain and other blockchain-based networks remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain and other blockchain-based networks may be variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain or other blockchain-based network, which may result in price fluctuations or increased costs when using the Services.10.5 You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any information or functionality provided by the Services or Site. This warning and others Ondo provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.10.7 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.10.8 Use of the Services, including any interfaces hosted on behalf of Covered Entities, may provide access to functionality involving Digital Assets that carry financial risk. Digital Assets and decentralized protocols are highly experimental, risky, and volatile. Any transactions you conduct through interfaces accessible via the Services are your sole responsibility. Ondo is not a party to any such transaction. You acknowledge and agree that you will access and use the Services at your own risk. Notwithstanding anything in these Terms, Ondo accepts no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, any transaction conducted through or in connection with interfaces accessible via the Services.10.9 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests and which may occur without notice to you.10.10 You understand that the Service remains under development, which creates technological and other risks when using the Services. These risks include, among others, delays resulting from the servers of Ondo being offline; an incorrect display of information on the Site in the case of server errors; or other disruptions caused by server errors. You acknowledge that these risks may have a material impact on your use of the Services.10.11 You hereby assume, and agree that Ondo will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Ondo, its Affiliates, the Covered Entities and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.11. Disclosures; Disclaimers
ONDO IS A SOFTWARE AND INFRASTRUCTURE PROVIDER ONLY. ONDO DOES NOT ISSUE DIGITAL ASSETS, DOES NOT OPERATE A MARKETPLACE OR TRADING VENUE, AND DOES NOT ACT AS A COUNTERPARTY, BROKER, OR AGENT IN CONNECTION WITH ANY DIGITAL ASSET TRANSACTION. ANY TRANSACTION INITIATED THROUGH THE SITE OCCURS, IF AT ALL, SOLELY BETWEEN THE USER AND THE APPLICABLE THIRD‑PARTY, INCLUDING ANY AFFILIATE OR COVERED ENTITY.ONDO IS A DEVELOPER AND OWNER OF SOFTWARE. ONDO DOES NOT OPERATE A DIGITAL ASSET OR DERIVATIVES EXCHANGE PLATFORM OR OFFER TRADE EXECUTION OR CLEARING SERVICES AND, THEREFORE, HAS NO OVERSIGHT, INVOLVEMENT, OR CONTROL CONCERNING YOUR TRANSACTIONS USING THE SERVICES. YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS THAT GOVERN YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE COMMODITY EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER BY THE US COMMODITY FUTURES TRADING COMMISSION (“CFTC”), THE FEDERAL SECURITIES LAWS AND THE REGULATIONS PROMULGATED THEREUNDER BY THE US SECURITIES AND EXCHANGE COMMISSION (“SEC”) AND ALL FOREIGN APPLICABLE LAWS. YOU UNDERSTAND THAT ONDO IS NOT REGISTERED OR LICENSED BY THE BVI FINANCIAL SERVICES COMMISSION, THE CFTC, SEC, OR ANY FINANCIAL REGULATORY AUTHORITY. ONDO DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH ETHEREUM OR OTHER APPLICABLE BLOCKCHAINS. IN GENERAL, DECENTRALIZED PROTOCOLS ARE OPEN SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. ONDO IS NOT RESPONSIBLE FOR THE OPERATION OF DECENTRALIZED PROTOCOLS, AND ONDO MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY.TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT OR FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES (INCLUDING ANY DATA RELATING THERETO) WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, WE DO NOT WARRANT THAT ERRORS IN THE SITE OR THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTABLE.YOU ACKNOWLEDGE THAT YOUR DATA ON THE SITE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT), PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.12. Indemnification
You will defend, indemnify, and hold harmless Ondo, its Affiliates, the Covered Entities and their respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, business partners, contractors, customers and users (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services; (b) Digital Assets associated with your Ethereum or other applicable blockchain address or otherwise held by you, on your behalf or for your benefit; (c) any feedback or user content you provide to Ondo, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Ondo (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Ondo wishes to settle, and if so, on what terms, and you agree to cooperate with Ondo in the defense.13. Limitation of Liability
IN NO EVENT SHALL ONDO’S AGGREGATE LIABILITY (TOGETHER WITH ITS AFFILIATES, THE COVERED ENTITIES, INCLUDING THEIR RESPECTIVE STOCKHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS) ARISING OUT OF OR IN CONNECTION WITH THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, YOUR DIGITAL ASSETS, OR ANY TOOL, SERVICE OR OTHER ITEM MADE AVAILABLE BY OR ON BEHALF OF ONDO, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY EXCEED THE LESSER OF US $50 OR THE AMOUNT OF FEES PAID BY YOU TO ONDO UNDER THESE TERMS, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE THE RESULT OF ONDO’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF THE LAW.14. Dispute Resolution & Arbitration
14.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ONDO OR ANY COVERED ENTITY AND LIMITS HOW YOU CAN SEEK RELIEF FROM ONDO OR ANY COVERED ENTITY. This Section 14 (this “Arbitration Provision”) applies to and governs any dispute, controversy, or claim between you and Ondo or any Covered Entity that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (b) access to or use of the Site or the Services; (c) any transactions through, by, or using the Site or the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a visitor to or user of the Site or the Services (each, a “Claim,” and, collectively, “Claims”). This Arbitration Provision applies, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms. You and Ondo agree that any dispute arising out of or related to these Terms, the Site or the Services is personal to you and Ondo or any Covered Entity and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding. Except as otherwise set forth in these Terms, the FAA (as defined in Section 15.7) governs the interpretation and enforcement of this Arbitration Provision.14.2 Right to Opt Out. You have the right to opt out of this Arbitration Provision by sending written notice of your decision to opt out to legal@ondo.finance within 30 days after you first accept these Terms. Your notice must include your full legal name and address and an unequivocal statement of your intention to opt out of this Arbitration Provision. Opting out of this Arbitration Provision does not affect (a) the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought; or (b) any other arbitration agreements that you may currently have, or may enter in the future, with us.14.3 Dispute Resolution Process. For any Claim, you agree that you will first contact us at legal@ondo.finance and attempt to resolve the Claim with Ondo or any Covered Entity informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the JAMS International Arbitration Rules (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Provision, this Arbitration Provision will control. The seat of the arbitration shall be Washington D.C., and the language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party will bear their own attorneys’ fees and costs in any action subject to this Arbitration Provision; and the rule that the prevailing or substantially prevailing party be reimbursed attorneys’ fees and costs will not apply with respect to the arbitration or otherwise. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to these Terms in the courts referred to in this Section 14.2.14.4 Class Action / Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL DISPUTES, CONTROVERSIES OR CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND ONDO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.14.5 Equitable Relief. NOTHING IN THIS ARBITRATION PROVISION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.14.6 Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.15. General Information
15.1 Definitions.“Affiliate” means, with respect to a person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity.“Covered Entities” means, collectively: (a) Ondo and its Affiliates; (b) Ondo I LP (c) Ondo Global Markets (BVI) Limited (d) Ondo USDY LLC; and (e) any other third-party whose platform, products, or services are made available through links, interfaces, or integrations on the Site, solely in each case where Ondo has approved such third party to be applicable under these Terms with respect to that specific platform or interface.For the avoidance of doubt, Covered Entities do not include unaffiliated third-party issuers, protocols, networks, or service providers that provide general infrastructure (including wallets, custody, RPCs, nodes, hosting, analytics, or blockchain networks), or whose assets or services are merely viewable, referenced, or transferable through the Site or Services without being the specific platform or transactional interface described above and approved by Ondo for coverage under these Terms.15.2 Privacy Policy. Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you.15.3 Consent to Electronic Delivery. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at legal@ondo.finance.15.4 Remedies. Any right or remedy of Ondo set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Ondo in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.15.5 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.15.6 Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.15.7 Assignment. You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.15.8 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site or the Services, will be governed by and construed and enforced under the laws of the state of Connecticut, without regard to its conflicts of laws rules. Notwithstanding the preceding sentence, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Provision and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights or other proprietary rights, including any provisional relief required to prevent irreparable harm, in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in the state of Connecticut will have exclusive jurisdiction. You waive any objection to venue in any such courts. You further agree that the state of Connecticut is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Provision is found to be unenforceable.15.9 Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.15.10 Entire Agreement. These Terms contain the entire agreement between you and Ondo, and supersede all prior and contemporaneous understandings between you and Ondo regarding the Site and the Services. For clarity, these Terms shall apply regardless of any separate agreements that you may have entered into with Affiliates, Covered Entities or any third-party, and any such other agreements shall remain in full force and effect.15.11 Interpretation. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.15.12 No Third Parties. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties. Notwithstanding the foregoing, each Covered Entity is an express third-party beneficiary of Sections 5, 7, 8, 10, 11, 12, 13, and 14 and may enforce such sections directly, to the same extent and subject to the same conditions and limitations as apply to Ondo, solely in connection with claims arising out of or relating to the Site or the Services.PART II: Tool Specific Terms
The Tool Specific Terms below are additional terms that apply to your access to and use of the specific Tools identified below. The Tool Specific Terms are incorporated by reference into and form a part of the Terms. Any capitalized terms not defined in the Tool Specific Terms have the meanings set forth above. In the event of any conflict between a provision in the General Terms and any applicable Tool Specific Terms, the provision in the applicable Tool Specific Terms will govern.Bridge Tool Terms
The bridge tool (“Bridge Tool”) enables eligible users to interact with one or more public blockchains that underlie an asset-based token (“Token”) in order to bridge such Token from one blockchain to another blockchain.- Eligibility; Token Requirements
- Wallet Connection and Other Third-Party Services
- Bridge Tool Fees You may be required to pay certain fees (for example, gas fees) in order to instruct the execution of smart contracts in connection with the Bridge Tool and to otherwise use the Bridge Tool.
Converter Tool Terms
Ondo’s “Converter” tool (“Convert Tool”) enables eligible users to convert non-rebasing tokens (“Non-Rebasing Tokens”) in order to acquire rebasing versions of such tokens (“Rebasing Tokens”) by facilitating the calling of associated third-party smart contract functions through an interface on the ondo.finance website, and vice-versa.- Eligibility
- Wallet Connection and Other Third-Party Services
- Convert Tool Fees














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