Lift Dollar (USDL) Terms and Conditions

Last Modified:  December 12, 2024

These Lift Dollar Terms and Conditions (hereinafter the “USDL Terms”) constitute the terms for (i) the provision, use and redemption of Lift Dollar (“USDL”), a U.S. dollar-denominated stablecoin that is regulated by the Financial Services Regulatory Authority (FSRA) of Abu Dhabi Global Market (ADGM) and backed one-for-one by cash and cash equivalents by Paxos Issuance MENA Ltd (“Paxos International”), an Abu Dhabi Global Market company limited by shares with its principal place of business located at: Cloud Suite 203, Level 15, Al Sarab Tower, Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates and licensed by the FSRA for “Providing Money Services” (as defined by the FSRA Rules) and (ii) services in respect of custody, conversion and transfer of digital assets by Paxos Middle East Ltd (“Paxos Middle East”), an Abu Dhabi Global Market company limited by shares with its principal place of business located at: Office 104, Floor No.14 , Al Sarab Tower, ADGM Square, Al Maryah Island,Cloud Suite 203, Level 15, Al Sarab Tower, Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates and licensed by the FSRA to “Provide custody and deal in investment as an agent” (as defined by the FSRA Rules).

These USDL Terms apply to each electronic form or contract executed by any Users and/or Members who use USDL and/or other products and Services offered by the Platform and/or Site. The provisions of these USDL Terms will govern your use of USDL and other products and Services offered by the Platform and/or Site and you should therefore take some time to read these USDL Terms carefully.

These USDL Terms will come into force as soon as you begin using USDL or other products and Services offered by the Platform and/or Site.

Should you have any questions or comments regarding any of Paxos International or Paxos Middle East’s Services and products, please feel free to contact us at: support.liftdollar.com           

1. 1. Preliminary provisions

1. Terms and Conditions

1. You must agree to all of the terms of these USDL Terms. If you do not agree to or accept all of the terms of these USDL Terms, please immediately discontinue access to, and use of, all Paxos International services and products. These USDL Terms apply to all users of USDL and all users and/or customers of Paxos International Services and products, whether as a guest or a registered Member.
2. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use any of Paxos International or Paxos Middle East’s services and products. By continuing to access or use the Site, you indicate that you are 18 years of age or older or have the legal capacity to enter legally binding contracts under applicable laws. Misrepresentation of your age to gain access to any of Paxos International or Paxos Middle East’s Services and products is a breach of these USDL Terms.

2. Definitions

1. “Account” means your account with Paxos International or Paxos Middle East to redeem your USDL or engage with other products or Services that may be offered by Paxos International or Paxos Middle East on the Site and/or Platform.
2. “ADGM” means the Abu Dhabi Global Market.
3. “Blockchain” means the Ethereum blockchain and any other FSRA-approved chain we issue USDL.
4. “Group” means Paxos International together with Paxos Middle East.
5. “FSRA” means the Financial Services Regulatory Authority of the ADGM.
6. “FSRA Rules” means legislation administered by the FSRA and any rules issued pursuant to it.
7. “Member Token Holder” means any Member that does, or intends to, purchase, sell, convert, redeem, hold or transfer USDL or other digital assets made available via the Site and/or Platform.
8. “Non-Member Token Holder” means anyone that is not a Member that purchases, sells or holds USDL including anyone that does not purchase, sell or hold USDL via the Platform.
9. “Materials” means, collectively, the images and content on the Site, including, but not limited to, text, software, images, graphics, data, messages, market data or any other information, and any other website content owned, operated, licensed or controlled by the Group.
10. “Member” means a User who registers with Paxos Middle East and/or Paxos International (as per their onboarding policies) to use the Site, the Platform, USDL or any Services, as applicable. Not all Users will become Members.
11. “Party” means each of Paxos International, Paxos Middle East and you.
12. “Paxos International” means Paxos International, a private limited company registered in the Abu Dhabi Global Market.
13. “Paxos Middle East” means Paxos Middle East Limited, a private limited company registered in the Abu Dhabi Global Market.
14. “Platform” means the online software platform operated by Paxos International  for the issuance and redemption and by Paxos Middle East for custody, conversion and other Services that may be offered from time-to-time, of USDL and other digital assets made available thereon.
15. “Prohibited Jurisdiction” includes but is not limited to the United States, Canada, the European Union, Japan, Singapore, the United Kingdom. A full list of Prohibited Jurisdictions can be found here.
16. “Sanctioned List Person” a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations.
17. “Services” means services and other actions that the Paxos Middle East or Paxos International, as applicable, provides to Members for the issuance and redemption, custody, conversion and other services that may be offered from time-to-time, of USDL and other digital assets made available via the Platform.
18. “Site” means any website managed by Paxos Middle East or Paxos International for the Services.
19. “User” or “You” means someone who holds or accesses USDL or other digital assets or accesses the Site, Platform or Services in any way.

First-person pronouns are used in these USDL Terms (us, we, our, ours, etc.) to refer to Paxos International or Paxos Middle East, as the case may be. Second-person pronouns (you, yours) refer to the User.

3. Intent to be bound; consult with a lawyer

1. THESE USDL TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND THE GROUP. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE SITE OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THESE USDL TERMS. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE USDL TERMS, YOU MUST CEASE ALL ACCESS AND USE OF THE SITE, PRODUCTS, AND ANY OTHER SERVICES PROVIDED BY THE GROUP. NOTHING IN THESE USDL TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
2. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THESE USDL TERMS, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE SITE OR THE SERVICES.

4. Consideration

Consideration for your acquiescence to all of the provisions in these USDL Terms has been provided to you in the form of allowing you to use USDL, our Site and our Services. You agree that such consideration is adequate and is received upon your viewing or using  USDL or any portion of any of our Site and/or Services.

5. Electronic Signatures / Assent Required

1. You manifest your agreement to these USDL Terms by taking any act demonstrating your assent thereto. Members are required to click a checkbox adjacent to and associated with the words “I agree” or some similar language to accept these USDL Terms. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these USDL Terms. Additionally, by using USDL or any part of our Site or Services in any manner, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in these USDL Terms.
2. Even if you fail to indicate your agreement to these USDL Terms, you understand and agree that you are still bound by the terms of these USDL Terms by virtue of your viewing the Site or using USDL or any portion of the Site or our Services.

6. User Representations and Warranties

1. You represent and warrant you are not a resident or national of a Prohibited Jurisdiction.
2. You represent and warrant you have not acquired, nor shall you seek to acquire, USDL while within any Prohibited Jurisdiction.  
3. You represent and warrant you are not a Sanctioned List Person.  
4. You represent and warrant you have not used, nor shall you in the future use, USDL to transact with any persons in a Prohibited Jurisdiction.
5. You represent and warrant you have not used, nor shall you in the future use, USDL to transact with any Sanctioned List Person.
6. You do not, nor shall you in the future, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the USDL Terms.
7. You represent and warrant your acquisition and disposition of USDL is not (a) prohibited by and does not otherwise violate or assist you in violating any 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, judgement, directive, or other requirement or guideline issued by any authority having jurisdiction over you.  
8. By your use of any of the Site, the Platform or any products or Services, you represent that such use is legal in your local jurisdiction, and you agree that you will not use the Site, the Platform or any products, or Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen.

7. Illegal Use of USDL

1. WE MAY FREEZE, TEMPORARILY OR PERMANENTLY, YOUR USE OF, AND ACCESS TO, USDL OR THE US DOLLARS BACKING YOUR USDL, WITH OR WITHOUT ADVANCE NOTICE.
2. YOUR USDL AND THE US DOLLARS BACKING YOUR USDL MAY BE SUBJECT TO SEIZURE OR FORFEITURE BY LAW ENFORCEMENT, AND WE WILL COMPLY WITH LEGAL PROCESS IN RESPECT THEREOF.
3. IF WE DETERMINE AFTER INVESTIGATION THAT ANY OF YOUR USDL HAVE BEEN USED, OR ARE BEING USED, FOR ILLEGAL (OR SANCTIONED) ACTIVITY, WE MAY NOT PERMIT YOU TO REDEEM YOUR USDL FOR US DOLLARS FROM PAXOS INTERNATIONAL, AND, IF PRESENTED FOR REDEMPTION, SUCH USDL AND THE US DOLLARS BACKING SUCH USDL MAY BE FORFEITED.
4. ANY USDL OR FIAT CURRENCY UNDERLYING USDL THAT ARE SUBJECT TO FREEZE, SEIZURE, FORFEITURE OR SIMILAR LIMITATION ON THEIR USE IMPOSED BY LAW MAY BECOME WHOLLY AND PERMANENTLY UNRECOVERABLE AND UNUSABLE, AND IN APPROPRIATE CIRCUMSTANCES, MAY BE DESTROYED.
5. THIS SECTION APPLIES TO ALL HOLDERS, REGARDLESS OF WHETHER THE HOLDER IS A MEMBER OF PAXOS INTERNATIONAL OR PAXOS MIDDLE EAST.
6. BY USING USDL, YOU AGREE THAT WE MAY TAKE THE ACTIONS SET FORTH IN THIS SECTION AND THAT WE WILL NOT BE LIABLE TO YOU THEREFORE.

8. Revisions to these USDL Terms

1. From time to time, we may revise these USDL Terms. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of USDL, the Site or the Services shall be deemed acceptance of the then prevailing terms and conditions of these USDL Terms. You agree that all modifications or changes to these USDL Terms are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect. If you do not wish to be bound by the revised USDL Terms, your sole remedy is to withdraw your USDL and close your Account before the revised terms enter into force; if you avail yourself of this remedy, at your request, USDL may be withdrawn and accounts may be closed pursuant to the version of these USDL Terms in place at the time that you last used the Services.
2. We agree that if we make any material changes to these USDL Terms we will send you an email or written notification regarding the update and include an updated version of these USDL Terms on our web page at least two (2) months before such changes are to take effect. The updated version of these USDL Terms will include a new “last modified” date at the top of these USDL Terms in order to identify the then-currently applicable USDL Terms. Following receipt of such a notice and the posting of the updated version of these USDL Terms on our web page, please re-review the USDL Terms in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.
3. It is your responsibility to review this Site and USDL Terms on a regular basis. If you object to any such changes, your sole recourse will be to relinquish your USDL and cease access to the Site or the Services.

9. Incorporation by Reference

Although these USDL Terms represent the primary terms and conditions with respect to USDL, our Site and the Services, certain additional guidelines and rules are hereby incorporated by reference. These documents, including the (i) Privacy Policy and (ii) Anti-Money Laundering/Know–Your–Customer Disclosure, as applicable, can be found on our Site and are specifically incorporated by reference and form an integral part of these USDL Terms.

1. 2. Explanation of USDL and Platform use

1. About USDL.

USDL is issued on the Blockchain and fully backed by an equivalent amount of U.S. Dollar-denominated assets held by Paxos International with regulated financial institutions in segregated accounts apart from our corporate funds, on behalf of, and for the benefit of, Member Token Holders and Non-Member Token Holders.  For every USDL issued by us and remaining in circulation, Paxos International will hold on behalf of Token Holders either one U.S. Dollar or an equivalent amount of permitted USD-denominated assets in segregated accounts.

2. USDL Tokens.

1. USDL tokens are not money or legal tender and are not monetary instruments. Once you have USDL tokens, you can transfer them, trade them, keep them, use them to pay persons that will accept USDL, or redeem them for U.S. dollars from Paxos International’s USDL custody account(s), subject to the limitations below.
2. USDL smart contract implements the ability for variable daily yield distribution to the Token Holders. USDL distributes yield accrued on a portion of the backing assets directly to the Token Holders via a rebasing mechanism that increases the circulating supply, providing proportional growth to assets held, without any actions needed from the Token Holders. The yield payment occurs on a daily basis in the form of additional tokens tied to the rebasing yield percentage rate of such given day.  
3. USDL’s yield percentage rate might vary on a daily basis. Neither Paxos International nor USDL guarantees a minimum yield percentage at any given moment.
4. USDL tokens are fully backed by US dollars held by Paxos International on USDL customers’ behalf in segregated custodial accounts with banks, or by debt instruments that are expressly guaranteed by the full faith and credit of the United States Government and/or money-market funds composed of such debt instruments (Debt Instruments) specifically held for the benefit of USDL customers. The US dollars used by the Token Holders to purchase USDL are deposited either in US, depository banks or used to purchase Debt Instruments, as described below, to maintain a one-to-one ratio of each USDL to the amount of US dollar deposits or the face amount of Debt Instruments. For example, if you purchase five USDL with five US dollars, Paxos International will hold in custody for the benefit of USDL customers those five US dollars in a bank account or via the face value of Debt Instruments to support the five USDL in circulation.
5. USDL is a token on the public Blockchain. Because of this, USDL may be compatible with existing third-party software that utilizes such Blockchains.
6. The Group may, at its sole discretion, engage market makers to provide liquidity for USDL markets on third-party platforms.
7. Paxos International issues USDL pursuant to specific approval from the FSRA.
8. The Group may offer financial incentives, rewards, or other forms of compensation to third-party partners for promoting, listing, or recommending USDL to their users. Such incentives are designed to enhance the distribution and awareness of USDL and do not influence the quality, safety, or utility of USDL itself. Users are encouraged to independently assess the appropriateness of USDL for their individual needs.

3. The Platform.

1. The Platform is an online platform that allows onboarded Members to acquire USDL from Paxos International for US dollars and redeem USDL from Paxos International for US dollars.
2. USDL is fully redeemable from Paxos International on a one-to-one basis for US Dollars. Upon redemption, USDL tokens will be immediately removed from the supply and burned.
3. Only verified Members who have successfully passed Paxos International’s and/or Paxos Middle East’s Know-Your-Customer and AML onboarding process can redeem USDL from us. Paxos International may refuse to issue USDL to, or redeem USDL from a verified User in the event of any of the circumstances described in these USDL Terms including, without limitation, where we believe you have breached any representation or warranty, herein, that the issuance or redemption of USDL would be contrary to applicable law or would otherwise expose us to legal liability. Paxos International also reserves the right to suspend minting USDL for any reason it deems necessary. Absent a reasonable justification not to redeem USDL, and provided that you are a fully verified Member of the Group, your USDL are freely redeemable, subject to the redemption minimums described herein.
4. USDL is fully redeemable from Paxos International on a one-to-one basis for US Dollars.

4. Access.

1. You are responsible for access to the Internet, and any Internet access or other fees that you incur to access USDL, our Site and the Services are your sole responsibility. We do not provide any hardware or software to you so that you will need to purchase or license the necessary hardware and software to access USDL, the Site and the Services.

5. Disclaimer; Risk Factor.

1. We are not responsible for any loss or damage incurred by you as a result of your use of USDL, the Site or the Services or for your failure to understand the nature of the USDL or the market for such assets.
2. You acknowledge the following risks related to your use USDL and of the Site and the Services:

1. The Blockchain may experience backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol. We do not own or control the Blockchain and are not responsible for the operation of the Blockchain network and make no guarantees regarding the network’s security, functionality, or availability.
2. USDL may be compatible with software or other technology provided by a third-party. The Group does not guarantee the security or functionality of any third-party software or technology and is not responsible for any losses of USDL due to the failure of third-party software or technology.
3. USDL are not legal tender, are not backed by the government, and accounts and values are not subject to any deposit protection scheme whatsoever.
4. Legislative and regulatory changes or actions at the state, provincial, federal or international level may adversely affect the use, transfer and value of USDL.
5. Transactions in USDL may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
6. Some USDL transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other person initiates the transaction.
7. USDL in a given address are controlled by the private key of the holder of the address. If the private key is compromised or lost, the USDL in that address may be stolen or lost and otherwise unrecoverable.
8. There is no assurance that a person who accepts USDL as a payment today will continue to do so in the future.
9. The nature of USDL may lead to an increased risk of fraud or cyberattack and may mean that technological difficulties experienced by the the Group may prevent access to, or use of, your USDL.
10. Any bond or trust account we may hold for the benefit of Members may not be sufficient to cover all losses incurred by Members.
11. The Group may not be regulated as a financial institution or equivalent in your jurisdiction.
12. Although Paxos International segregates reserve assets for the benefit of USDL Token Holders in accordance with the regulatory segregation and custody requirements, USDL reserves are exposed to counterparty risk exposure to custodians and partners in which USDL reserves are held.
13. In the unlikely event of an extreme market condition or other unexpected circumstances, there is a risk that there might be a mismatch between USDL liabilities (i.e., its Token Holders) and the reserve assets. However, due to the extremely creditworthy and liquid nature of USDL reserve assets as mandated by Paxos International’s prudential regulator, it is highly unlikely for a mismatch affecting redemptions at par to occur.

3. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ACCESS AND USE USDL, THE SITE AND THE SERVICES AT YOUR OWN RISK.
4. We generally do not own or control the underlying software protocols of the Blockchain networks that govern the operation of USDL. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We are not responsible for the operation of the underlying network protocols, and we make no guarantees regarding their security, functionality, or availability.

6. Depositing or Withdrawing Assets

1. Members may deposit digital assets into their Account or otherwise withdraw some or all of their digital assets or fiat currency from their Accounts at any time, upon request to us, pursuant to these USDL Terms. Withdrawals may take up to three (3) days to complete, provided that larger withdrawals may take up to thirty (30) days to complete. Fiat currency will be transferred from the Member’s Account with the Platform to the bank account designated by, and owned by, the Member. Please note that any deposit or withdrawal may be delayed as necessary to comply with applicable law and/or the Group’s compliance program, including verification of customer identification, anti-money laundering procedures and as further detailed below.
2. Subject to the payment of any applicable fees as further specified herein or in any pricing supplement provided to you (a “Pricing Supplement’), you may deposit digital assets that are supported by the Platform to your Account or withdraw the digital assets in your Account to external wallets held by third parties and not hosted by the Group (“Crypto Transfers”). Insufficient payment of  third-party network or other fees may cause a Crypto Transfer to remain in a pending state outside of the Group’s control and the Group is not responsible for delays or loss incurred as a result of an error in the initiation of the transaction.
3. Once a Crypto Transfer has been successfully completed, Paxos Middle East will recognize the Crypto Transfer on the relevant blockchain, if applicable. Prior to completion, Crypto Transfers may reflect a pending transaction status and will not be available to you for use via the Platform or otherwise while the transaction is pending.
4. Among other compliance related activities related to Crypto Transfers, Paxos Middle East may conduct blockchain monitoring with respect to originating or recipient external third-party wallet addresses. If any such third-party wallet address is flagged by Paxos Middle East’s blockchain monitoring service, Paxos Middle East will perform a manual compliance review of such address (a “Manual Compliance Review”). During the period of any Manual Compliance Review, the relevant digital assets will not be available for use. Following Paxos Middle East’s successful completion of a Manual Compliance Review, the impacted digital assets will be promptly made available for a Crypto Transfer.
5. Paxos Middle East reserves the right to reject any Crypto Transfer that it deems, in its sole discretion, poses an excessive risk, or as required by any court or applicable law. Paxos Middle East will not complete any Crypto Transfer if the digital assets are not supported by the Platform and available at the time of the Crypto Transfer.
6.  YOU ARE REQUIRED TO AND ARE RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL TRANSACTION INFORMATION SUBMITTED IN RESPECT OF A CRYPTO TRANSFER (INCLUDING, BUT NOT LIMITED TO, THE APPLICABLE DESTINATION ADDRESS AND THE AMOUNT AND TYPE OF DIGITAL ASSETS). YOU UNDERSTAND AND AGREE THAT THE GROUP BEARS NO LIABILITY OR RESPONSIBILITY IN THE EVENT THAT (I) YOU PROVIDE INCORRECT TRANSACTION INFORMATION, (II) YOU ATTEMPT TO INITIATE A CRYPTO TRANSFER FOR DIGITAL ASSETS THAT ARE NOT SUPPORTED BY THE GROUP AND/OR THE DESTINATION ADDRESS, OR (III) PAXOS MIDDLE EAST REJECTS A CRYPTO TRANSFER. YOU FURTHER UNDERSTAND AND AGREE THAT CRYPTO TRANSFERS CANNOT BE REVERSED ONCE THEY HAVE BEEN BROADCAST TO THE RELEVANT BLOCKCHAIN NETWORK OR COMMUNICATED TO THE PLATFORM (EVEN WHEN IN A PENDING STATE). THE GROUP DOES NOT CONTROL THE BLOCKCHAIN NETWORK AND MAKES NO GUARANTEES THAT ANY CRYPTO TRANSFER WILL BE CONFIRMED BY THE APPLICABLE NETWORK

1. 3. Forks

1. You understand, acknowledge and agree that the underlying operating rules of the Blockchains may change from time to time in such a way as to result in more than one related version of a Blockchain (each instance of any such change, a “Fork”). If a Fork occurs, it will result in the creation of a new branch of a Blockchain. The Group will evaluate all forks and make a determination, based on a number of factors, to support USDL on one, and only one, of the Forks. The Group will continue to provide Services for, support and hold US dollars against, USDL held on the supported Fork only.
2. If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of the Platform.

1. 4. Upgrades and freezes

1. The Group has the ability and the right to freeze and upgrade USDL tokens (on an aggregate basis), regardless of where the USDL are being held. The Group will make commercially reasonable efforts to provide prior notice of any material freeze or upgrade and inform holders of USDL of the reasons and consequences of such freeze and/or upgrade. The Group will make commercially reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.
2. Paxos International must comply with any legal directive to freeze, temporarily or permanently, user access to the USDL or the US dollars backing your USDL with or without advance notice. Paxos International will only freeze such assets (1) if required to do so by law, specifically when Paxos International receives a formal legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over Paxos International, (2) pursuant to a formal notification by a Paxos International partner according to previously agreed contractual terms, or (3) as deemed necessary by Paxos International in its sole discretion. Legal directive formats include court-ordered subpoenas, national security letters, and formal written directives from a regulator with oversight over Paxos International.
3. Your USDL and the US dollars backing your USDL may be subject to seizure or forfeiture by formal written legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over Paxos International, and we will comply with the legal process in respect thereof. Seizure may not occur under any circumstances absent such a binding legal directive. If tokens are seized, the Paxos International transaction generation will ensure that the seized funds are sent to a segregated wallet address held by Paxos International for the purposes of seizure/forfeiture, until such time as they may be disposed of or otherwise handled as required by law.
4. If we determine after investigation that any of your USDL have been used, or are being used, for illegal (or sanctioned) activity, we may not permit you to redeem your USDL for US dollars from Paxos International, and, if presented for redemption, such USDL and the US dollars backing such USDL may be forfeited.
5. Any USDL or fiat currency underlying the USDL that are subject to freeze, seizure, forfeiture or similar limitation on their use imposed by law may become wholly and permanently unrecoverable and unusable, and in appropriate circumstances, may be destroyed. If tokens are seized, the Paxos International transaction generation will ensure that the seized funds are sent to a segregated wallet address held by Paxos International for the purposes of seizure/forfeiture, until such time as they may be disposed of or otherwise handled as required by law.
6. This Section applies to all holders of USDL, regardless of whether the holder is a Member of Paxos International.
7. By using our USDL, you agree that we may take the actions set forth above and that we will not be liable to you therefore.
8. If any party is aware of improper conduct involving a Paxos International supported asset backed token, the party should immediately contact Paxos International through support.liftdollar.com, as well as law enforcement to work towards filing a law enforcement report. Paxos International will make reasonable efforts to cooperate with law enforcement inquiries and assist with investigations pertaining to Paxos International supported asset backed tokens.
9. Law enforcement may submit information requests to ADGM-subpoenas@Paxos.com.

1. 5. Cash management

1. Overview of Cash Backing USDL.

1. Paxos International provides cash management for the US dollar deposits backing the USDL so that each USDL is backed by an equivalent amount of US dollar deposits or Debt Instruments. To achieve this, the US dollar deposits backing the USDL are held in custody only in one or more of the following forms:

1. fiat currency held in bank accounts;

1. direct investments (including through repurchase agreements) in debt instruments that are expressly guaranteed by the full faith and credit of the United States Government (“Debt Instruments”); and/or
2. money-market funds composed of such debt instruments;

2. Paxos International may modify its cash management program from time to time, provided that the US dollars will always be held in segregated accounts in one of the three forms described above.

2. Coverage.

1. Each fiat cash depository account is:

1. in our name and under our control;
2. separate from our business and operating bank accounts; and
3. established specifically for the benefit of Member Token Holders and Non-Member Token Holders. For the avoidance of doubt, USDL themselves are not insured.

2. Further, Paxos International has obtained private uninsured deposit insurance. Not all deposits are covered by the private insurance, and Paxos International may still incur losses in the event of a bank insolvency.
3. Debt Instruments that are expressly guaranteed by the full faith and credit of the United States Government.
4. US dollars backing the USDL may be invested in debt instruments that are expressly guaranteed by the full faith and credit of the United States Government, including through direct purchases of such debt instruments by Paxos International, reverse repurchase agreements collateralized by such debt instruments, or in connection with money-market funds composed of such debt instruments.

1. 6. Your account

1. Opening your Account; Registration Data; Compliance Policies.

1. In order to purchase or redeem USDL, you must create an Account.
2. You will be asked to provide certain registration details and information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, tax identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
3. The Group will, as part of its account opening process: (i) cross-check the names of users against compliance databases such as the United Nations Security Council Consolidated List and the UAE Local Terrorist List and other governmental watch lists; (ii) require users to verify and validate their identity and identification documents presented at onboarding; and (iii) not permit any activity on platform with incomplete account opening information. By following the account opening process outlined in this section, you acknowledge and agree to be additionally and automatically onboarded with both Paxos International and Paxos Middle East. By opening an Account, you agree that the Know-Your-Customer information you shared with the Group will be subject to the Privacy Policy.
4. We refer to the information that we collect about your identity as “Registration Data”. In connection with opening the Account, you may also be required to disclose certain third-party account information to us, including, without limitation, your bank account number, your digital asset addresses and related information.
5. In addition, at any time before or after your Account has been opened, you may be requested to provide certain other information pursuant to our compliance program, policies and applicable law, including, if necessary, information that will enable us to report your tax information to the relevant authorities. If you fail to reply promptly to any request from us, or if your responses are unsatisfactory, we may close or suspend your Account.
6. You agree to provide true, accurate, current and complete responses to our information requests, and you further agree to maintain and promptly update the information you have provided us, including the Registration Data, your contact information and any responses to requests from our Compliance Department, to keep it true, accurate, current and complete at all times while you are a Member. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse to provide any and all current or future use of the USDL, as applicable, and related Services to you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the USDL or the related Services. You are responsible for any fees that the Group incurs with respect to your Account as a result of any of the foregoing.
7. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your bank (or other financial institution) account, and to take any action we deem necessary based on the results.
8. While we use reasonable efforts to protect your Registration Data from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.”

2. Security Procedures and Liability for Unauthorized Activity.

1. You are responsible for any and all activities conducted through your Account and validated by us using the Security Procedures, as described below, notwithstanding that such activities were not authorized by you. By using USDL and the Services, you agree that the Security Procedures described in these USDL Terms are commercially reasonable for the size, amount and frequency of your transactions. You further agree that the Security Procedures described in these USDL Terms are used to verify the authenticity of your orders or other instructions, but not to detect errors in any order or other instruction you transmit.
2. In order to log into your Account, you will be required to provide your member name and password, as well as an auto-generated verification code that is sent to your smartphone, which we refer to as 2FA; provided that Members accessing the Account via an application programming interface or API connection will be validated solely by API key (collectively, “Security Procedures”). In some cases, in our sole discretion, we may require additional verbal or electronic confirmation of a transaction prior to processing such transaction.
3. You are responsible for maintaining the security and confidentiality of your member name, password, 2FA device, as applicable. You agree to notify us immediately of any unauthorized use of your member name, password, 2FA device or API key as well as of any other breach of security. If you choose to install and use a 2FA application on a device on which the operating system has been tampered with in any way, you do so at your own risk. 2FA applications are provided by third parties, and we do not take any responsibility for such third-party applications.
4. While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your Account, and we will not be liable for any loss that you may incur as a result of someone accessing your Account, either with or without your knowledge. We disclaim any and all liability arising from fraudulent entry and use of USDL, and the Services (including, but not limited to, liabilities arising from unauthorized activity undertaken through your Account). If someone fraudulently obtains access to your Account, we will take such action as we determine to be warranted, including without limitation, terminating your access and/or membership immediately, closing the Account, and taking all necessary and appropriate actions under applicable international, federal, state, provincial and local laws.
5. PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.
6. If you suspect that your Account security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or your Account, you must notify us at support.liftdollar.com immediately. If we become aware of suspicious activity of fraud or a security threat concerning your Account, we will alert you via the electronic contact details that you have provided to us through your Account during your onboarding process.

3. No Account Transfers; No Grant of Third Party Access.

You may not transfer, lease, assign or sell your Account (or any use thereof) to a third party without the consent of the Group. In addition, you may not grant any person access to your Account except as expressly permitted herein.

4. Closing Your Account.

You may close your Account by providing written notice to us, and upon receipt of such notice, a hold will be placed on your Account to allow any then pending transactions to clear. After notifying us of your desire to close your Account, we may terminate your ability to transact in your Account and only permit you to withdraw the remaining available USDL or other assets associated with your Account. Closing your Account will not affect any rights and obligations incurred prior to the date of Account closure. All currencies appearing in the USDL ledger and attributed to you and other assets within the Account must be withdrawn or otherwise sold or transferred before the closing of your Account will be finalised.

1. 7. Redemption from USDL to US dollars

5.1.        In order to redeem USDL for US dollars through the Platform, you must have an Account. Your Account will have a unique redemption address for USDL to which you can send your USDL. Upon sending your USDL to your redemption address, Paxos International will credit your Account a corresponding amount of US dollars.  For example, if you send 5 USDL to the identified redemption address, the Group will credit your Account with 5 US dollars. ALL REDEMPTIONS WILL BE ON A ONE-FOR-ONE BASIS, NOTWITHSTANDING ANY CHANGE IN THE MARKET VALUE OF USDL.

5.2.        All USDL will be rounded down to the nearest US cent at redemption.

5.3.        Paxos International will make commercially reasonable efforts to redeem your USDL quickly. It may take up to one (1) business day for your Account balance to reflect the redemption.  Once a redemption request has passed Compliance checks, it will be processed according to the redemption schedule.

5.4.        Paxos International may require a minimum amount for redemption, which may be updated from time to time, equal to the minimum wire fee charged by your bank for the transaction.

1. 8. Suspension and termination of your membership and account

1. Suspension and Termination. Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to block access to or to suspend, close or terminate your Account refuse to let you redeem your USDL, and freeze all USDL or assets in your Account, at any time, with or without advance notice, if:

1. we believe, in our sole and absolute discretion, that you have breached any terms and conditions of these USDL Terms;
2. you engage in abusive behaviour, as determined in our sole and absolute discretion;
3. we are unable to verify or authenticate any information you provide to us;
4. we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our Users, Members or us;
5. we have reasonable suspicion that you are directly or indirectly using USDL, our Site, the Services or the Materials in violation of applicable law or regulation, or these USDL Terms;
6. we are directed to do so by law enforcement, regulatory authority or court order;
7. we are required to do so by applicable law or regulation;
8. your Account is subject to pending litigation, investigation or governmental proceeding;
9. we believe that someone is attempting to gain unauthorized access to your Account;
10. we believe there is unusual activity in your Account;
11. your Account has no USDL and has not been accessed in the prior year;
12. Your country of residence becomes a Prohibited Jurisdiction, or
13. for any other reason in our sole and absolute discretion.

In addition, we may discontinue USDL, the Site or any Services at any time.

2. Seizure and Loss of Value on Suspension or Closure.

1. We are not responsible for any loss of value of any USDL or other asset resulting from the suspension or closing or your Account for any of the reasons listed above, including your violation of these USDL Terms or from any government seizure or forfeiture. You agree that neither the Group nor any third party acting on our behalf shall be liable to you for any termination of your access to USDL or any part of the Site or the Services in accordance with these USDL Terms.
2. USDL or other assets may be subject to seizure or forfeiture if the Group is instructed to seize such tokens by formal written legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over the Group. Seizure may not occur under any circumstances absent such a legal directive.
3. If any assets are seized, the Group transaction generation will ensure that the seized assets are sent to a segregated wallet address held by Paxos International or Paxos Middle East for the purposes of seizure/forfeiture, until such time as they may be disposed of or otherwise handled as required by law.

3. Your Obligations on Suspension or Closure.

1. You agree that if your access is terminated by us, you will not attempt to regain access to your Account, USDL, the Site or the Services – using the same or different username or other attempted identification – without our prior written consent.
2. If we terminate your Account, we will return the value of your USDL or other assets in your Account to you, less the value of any administrative fees or other damages to which we are entitled pursuant to these USDL Terms, subject to applicable law. You authorize us to return the value of your assets (less damages to which we are entitled) to any bank account linked to your Account, unless otherwise required by law. If you have not previously provided banking details, you agree to provide banking details to us within seven (7) calendar days of receiving notice of the closure so that we may remit your balance to you. If there is a balance remaining in your Account, you agree to provide us with an address within seven (7) calendar days of receiving notice of the closure so that we may remit the remaining assets to you. In our sole discretion, and in any event if you fail to provide a digital asset address as required by this section, you agree that we are permitted to sell any digital assets on the open market at the prevailing market price and return the proceeds (less damages to which we are entitled) to any bank account linked to your Account. You agree that we will not be liable to you for any losses that you may incur as a result of such conversion of USDL to fiat currency in connection with the closure of your Account.

1. 9. Fees

1. Fees on Issuance and Redemption.

Paxos International will not charge you fees for issuing or redeeming USDL.

2. Banking Fees.

Your financial institution and/or the provider of your digital asset wallet may charge transaction and other fees related to the transfer of funds to your Account. To the extent the Group is charged any banking fees by your financial institution or the Group’s financial institution for the deposit or withdrawal of US dollars to or from your Account, the Group will deduct an amount equal to any such fees from the amount being transferred.

3. Certain Incentive Fees.

The Group may offer incentives or reduced fees to certain clients at the Group’s sole discretion.

4. Right to Change Fees and Fee Structure.

We reserve the right to change or modify our fee structure or increase any of our fees at any time and from time to time. Any such changes, modifications or increases will be effective upon posting on our Site or any Pricing Supplement, subject to any requirement under applicable law to provide additional notice. Your first use of your Account following the posting on the Site of any changes to the fees will constitute your acceptance of such changes. If you do not agree to the posted changes, you may close your Account as provided in these USDL Terms.

1. 10. Service interruption

From time to time due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors beyond or within our control, USDL, the Site or other Services may be temporarily interrupted (Downtime). Information on scheduled maintenance windows can be found on our Site. Open orders and/or trades will be held during Downtime and processed normally following Downtime. Following any Downtime, market conditions and prices may differ significantly from conditions and prices prior to such Downtime. We reserve the right, at our sole discretion, to temporarily or permanently suspend, limit, or otherwise restrict access to Services on the Platform or Site in the event that any digital assets offered via the Platform or Site are experiencing issues, including but not limited to depegging events, security breaches, network disruptions, liquidity shortages, or any other circumstances that may compromise the integrity, stability, or security of the assets. We will make reasonable efforts to notify you of such suspension, but may act without prior notice if deemed necessary to protect the interests of the Platform and/or Site.

1. 11. Agreement to receive notifications and other communications

We reserve the right to send electronic mail or other messages to you and to other Members for purposes of providing you information about your Account or the Services you receive. Please see our Privacy Policy regarding certain direct marketing.

1. 12. Restrictions on use of our site and services

1. User Type.

If you register with us as an individual User, you agree that you will use USDL, the Site and the Services for your personal use only. If you register with us as an institutional user on behalf of an institution, you:

3. represent that you are an authorized representative of such institution and that these USDL Terms is binding on such institution; and
4. agree that you will use USDL, the Site and Services for commercial purposes only. In addition, you agree that any use of USDL, the Site and the Services shall be for the purposes expressly permitted and contemplated by these USDL Terms. You may not use USDL, the Site and the Services for any other purposes without our express prior written consent.

2. Restrictions on Use.

Without our express prior written authorization, you may not:

5. Duplicate or reproduce any part of our Site the Services or the Materials (except as expressly provided elsewhere in these USDL Terms);
6. Create any derivative works based on or using our Site, the Services, or the Materials, and you agree and stipulate that any and all derivative works are NOT “fair use;”
7. Use our Site, the Services or the Materials for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”;
8. Use our Market Data to develop, create, register, list, trade, clear, or settle any investment product or financial product of any kind;
9. Re-distribute our Site, the Services or the Materials, and you hereby agree and stipulate that any and all such uses are NOT “fair use;”
10. Remove any copyright or other proprietary notices from our Site, the Services or the Materials; or, falsify or delete any author attributions, legal or other proper notices or labels of the origin or source material that is uploaded or otherwise provided by you;
11. Frame or utilize any framing techniques in connection with our Site, the Services or the Materials;
12. Translate, reverse-engineer, decompile or disassemble our Site, the Services or the Materials;
13. Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s name or marks or those of USDL, and you hereby stipulate that any use of the Site’s name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you stipulate to make payment of liquidated damages of five thousand United States dollars (US$5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;
14. “Deep-link” to any page of the Site or avoid accepting acknowledgement of these USDL Terms (for the avoidance of doubt, you may only link to the main entry page);
15. Circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft of usernames, passwords or API keys or using another person’s username, password or API key in order to gain access to a restricted area of the Site);
16. Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Services or the Materials;
17. Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials (including our Market Data) or the Services or any of your rights to access and use the Products, the Materials or Services as granted specifically by these USDL Terms;
18. Use our Services to impersonate any other User or person;
19. Use any Materials (including the Market Data) or information on our Site or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;
20. Use or duplicate the computer code underlying the USDL, contrary to the license contained in the USDL‘s code repository;
21. Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of ours or another’s property;
22. Upload, post, email or otherwise transmit to us any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
23. Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose;
24. Restrict or inhibit any other User from using and enjoying the Services;
25. Harvest or otherwise collect information about other users of the Site or the Services, including email addresses or other personally-identifiable information;
26. Violate any applicable laws, regulations or policies, or these USDL Terms;
27. Use USDL or the Services to pay for, support, receive proceeds from or otherwise engage in any illegal gambling activities;
28. Upload, post, email or otherwise transmit any material that is illegal, immoral, obscene or defamatory of any person;
29. Use any automatic device or manual process to monitor or reproduce the Site, the Services or the Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, or the Services; and
30. Do anything that may adversely affect proper operation of the Site, the Services and the reputation and goodwill of the Group.

1. 13. Liquidated damages

1. Stipulated Liquidated Damages

In various provisions in these USDL Terms, we have outlined liquidated damages amounts to be applied against you if you violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, you understand, acknowledge and agree that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages and is a genuine pre-estimate of the loss and damage which may be suffered by us.

2. Other Liquidated Damages

For any breach of a portion of these USDL Terms that does not specifically state a liquidated damages amount, you hereby agree that any breach of these USDL Terms shall result in liquidated damages of one hundred United States dollars (US$100) per occurrence. You specifically agree to pay one hundred United States dollars (US$100) in liquidated damages per occurrence; provided, however, that you will not be required to pay such liquidated damages in an amount in excess of the higher of (x) one thousand United States dollars (US$1,000) or (y) the outstanding balance of currency or other assets in your Account(s) with the Group.

1. 14. Disclaimer of warranty

1. Express Disclaimers

By using USDL, the Site, the Materials or the Services, you expressly acknowledge and agree that:

31. Such use of USDL, the Site, the Materials, and the Services is at your own and sole risk;
32. Any material and/or data downloaded or otherwise obtained through the use of USDL, the Site, the Services or any of the Materials is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
33. USDL, the Site, the Services and the Materials and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
34. The Group makes no representations or warranties that USDL, the Site, the Materials and Services, or any materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does the Group make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the USDL, Site, the Materials, and the Services or any of the materials contained therein;
35. The Group cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and, the Group does not assume any responsibility or risk for your use of the Internet in connection with USDL, the Site, the Materials, the Services and any materials contained therein;
36. The Group makes no warranty, express or implied, regarding any transaction entered into through the Site or the Services; and
37. The Group makes no warranty, express or implied, regarding the availability of the Site or the Services, and shall have no liability for any loss or damage arising from Downtime.

2. No Implied Warranties

The warranties and representations expressly set forth in these USDL Terms are the only warranties and representations made by the Group with respect to these USDL Terms, USDL, the Site, the Materials and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the Parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose, which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

1. 15. Indemnification and release

1. Indemnification

1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Group, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the Indemnified Parties), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, Losses), directly or indirectly, resulting from or by reason of:

1. your (or you under another person’s authority) use, misuse, or inability to use USDL, the Site, the Services, or the Materials;
2. any regulatory inquiry, legal action, litigation, dispute or investigation related to your Account and to your use of your Account, USDL, or the Services; or
3. your breach of these USDL Terms.

2. The Group shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel but are not obligated to do so.

2. Release

1. To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of the Site, USDL, the Service or the Materials, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, the Materials or USDL, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or the Services and any other technical failure that may result in inaccessibility to the Site, USDL, the Materials or the Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with or through the Site, USDL or the Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.
2. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the Parties to be interpreted broadly in favor of the Group, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

1. 16. Limitation of liability

1. Limitation of Liability

1. Except to the extent prohibited by applicable laws, in no event shall the Group(or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from any person’s use, misuse, or inability to use the Site, USDL, the Services, the Materials or any of the materials contained therein, including any loss caused in whole or in part by any inaccuracies, incompleteness or delays in Market Data, interruptions in the Services, including USDL, even if we have been advised of the probability of such damages and regardless of whether such liability is asserted on the basis of contract, tort or otherwise.
2. We will not be liable for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. You are responsible for maintaining the security of your environment, including regular use of malware screening and prevention software. You should also be aware that email and other communication services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from the Group. Always log into your Account through our Site or contact us if you have any uncertainty regarding the authenticity of any communication or notice.

2. Force Majeure

1. Neither we (nor any bank where our deposit accounts are held) will be liable for our failure to perform any obligations under these USDL Terms due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, digital asset market collapse or fluctuations, fiat currency conversion rate fluctuations, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, pandemic, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
2. If any law, regulation, rule, regulation or decision of any self-regulatory organization, or ordinance, whether international, federal, state, or local, becomes effective which substantially alters our ability to offer the Site, USDL or the Services hereunder, we shall have the right to cancel these USDL Terms, with notice, if reasonably possible, effective upon the earlier of:

1. the date upon which we are unable to provide our Services hereunder; or
2. thirty (30) days following notice.

3. Maximum Liability

In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, USDL or the Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you (in whole or in part).

4. Right of Set Off

To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of these USDL Terms, your indemnification obligations, or for your other obligations under these USDL Terms against USDL in your Account (including, without limitation, transaction fees, funds transfer fees and dormancy fees).

1. 17. Confidentiality and compliance with legal process

1. Permitted Disclosure

1. We may share information concerning you and your Account:

1. with our banks and other financial institutions that we use or may use to process funds in connection with USDL and the Services;
2. with law enforcement, regulatory authorities, tax authorities, self-regulatory organizations (such as those that operate digital asset derivative trading platforms) and officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure, or when we believe in good faith that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of these USDL Terms or any other applicable policies;
3. with third parties, such as vendors, agents, contractors and our advisors (e.g., legal, financial, business or other advisors), in order to administer our services, including to verify your identity and conduct screening and due diligence checks;
4. in connection with a merger, acquisition or otherwise as set forth in Section 20.1; or
5. as permitted or required by applicable law.

Please refer to our Privacy Policy for more information regarding our practices concerning your personal information.

2. Legal Process

You agree and understand that we may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that we in good faith believe to be valid. We may, but are not required to, notify you of such process. We may charge you for associated costs, including attorneys’ fees. You agree that we may honor any legal process, regardless of the method or location of service.

1. 18. Links and linking

1. Third Party Links

1. Some websites that are linked to or from the Site are owned and operated by third parties. Because we have no control over such websites and resources, you understand, acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
2. Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use (including privacy policies) for those websites, and not by these USDL Terms or our Privacy Policy, which is incorporated into these USDL Terms by reference.
3. We reserve the right to terminate any link or linking program at any time.

2. No Liability; Indemnification

1. You further understand, acknowledge and agree that we 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 such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
2. You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via the Services.

1. 19. Intellectual property

1. Trademarks

Paxos International, USDL and Lift Dollar are trademarks or registered trademarks of ours.  None of the marks, logos, domains, and trademarks that you find on the Site, the Products, the Services or in the Materials may be used publicly except with express written permission from the Group and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Group.

2. Other Marks

Other manufacturers’ product and service names referenced on the Site, the Services and the Materials may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use the trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and the Services.

3. Copyright

1. The Materials (including the Market Data) accessible from the Site and the Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by reason of the access to the Site or the Services.
2. All Materials, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Group or its content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site and the Services is the exclusive property of the Group or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.

1. 20. Notice

1. Notice

Any notice we are required to give you under these USDL Terms may be provided by email or postal mail utilizing the contact information provided by you when you registered with the Site and/or the Products. Notices from you to us shall be provided at support.liftdollar.com unless otherwise specified in these USDL Terms.

2. Change of Address

Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the USDL Terms.

3. Change to USDL Terms or Fees

Any notice of a change to our USDL Terms or fees required to be given pursuant to Section 1.8 hereof shall be sent to the email address you provide to us. The email notice will instruct you to visit our website to review the new changes to these USDL Terms or the fees.

4. When Notice is Effective

Notices will be deemed effectively given:

3. when received, if delivered by hand, with signed confirmation of receipt;
4. when received, if sent by a nationally recognized overnight courier, signature required;
5. when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and
6. on the fourth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

5. Refused, Unclaimed, or Undeliverable Notice

Any correctly addressed notice that is refused, unclaimed or undeliverable shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.

6. Confidentiality of Communications

We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. Users should not have an expectation of privacy regarding any communications sent through this Site or the Services.

1. 21. Governing law, dispute resolution, statute of limitations

1. Governing Law

These USDL Terms, including all exhibits, schedules, attachments and appendices attached to these USDL Terms and thereto, and all matters arising out of or relating to these USDL Terms, are governed by, and construed in accordance with, the laws the ADGM, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the ADGM.

2. Dispute Resolution

1. If a dispute arises between the parties arising out of or otherwise relating to these USDL Terms, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to the courts of the ADGM.
2. Any legal suit, action, or proceeding arising out of or related to these USDL Terms shall be instituted exclusively in the courts of the ADGM, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

1. 22. Right to Injunctive Relief

You agree that due to the nature of our business, monetary damages for a breach of your obligations under these USDL Terms would be inadequate to compensate us. Accordingly, you agree and understand that any violation or threatened violation by you of your obligations under these USDL Terms will cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we will be entitled to obtain injunctive relief against any threatened breach of these USDL Terms or the continuation of such breach without the necessity of proving actual damages.

1. 23. Complaints

1. Any complaint in relation to any aspect of your relationship with the Group should be addressed to Paxos International and/or Paxos Middle East, as applicable, and provided at support.liftdollar.com or such other contact details as the Group notifies to you from time to time.
2. If after making a complaint you remain unsatisfied with Paxos International or Paxos Middle East‘s handling of the complaint or the outcome of the complaint, you may contact the FSRA using one of the following methods:

1. by email, to: fsra.complaints@adgm.com;
2. by completing an online complaints form, available at: https://www.adgm.com/operating-in-adgm/additional-obligations-of-financial-services-entities/enforcement/complaints/submit-a-complaint;
3. by writing to the FSRA at: Financial Services Regulatory Authority, Abu Dhabi Global Market, PO Box 111999, Abu Dhabi, United Arab Emirates; or
4. by delivering the complaint to: Financial Services Authority, Abu Dhabi Global Market Square, Al Maryah Island Abu Dhabi, United Arab Emirates.

1. 24. Miscellaneous provisions

1. Assignment

You shall not assign or transfer your rights and obligations hereunder in whole or in part without the prior written consent of the Group. The Group may assign, novate and/or otherwise transfer all or any of Paxos International‘ rights (in whole or in part) and/or obligations under these USDL Terms (subject to limitations set out in the applicable laws) to any third party, including any affiliate. You hereby consent to any such assignment, novation or other transfer, including to any transfer of business scheme or similar document which relates to a transfer (in whole or in part) of the business of Paxos International or Paxos Middle East.

2. Severability

If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these USDL Terms, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of these USDL Terms, which will continue to be in full force and effect, and any prior, effective provision of these USDL Terms that was superseded by such invalid, unenforceable or illegal provision shall be deemed valid and enforceable to the fullest extent.

3. No Waiver

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these USDL Terms. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. All waivers must be in writing.

4. Headings

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these USDL Terms.

5. Complete Agreement

These USDL Terms constitutes the entire agreement between the parties with respect to your access and use of USDL, the Site, the Services, the Materials (including the Market Data) and the materials contained therein. These USDL Terms, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

6. Details of the Group’s Ultimate Holding Company

The Group’s ultimate holding company is Kabompo Holdings, Ltd, with its offices located at C/O Maples Corporate Services Ltd., Ugland House, Grand Cayman, Cayman Islands, KY1-1104.

7. Other Jurisdictions

We make no representation that USDL, the Site, the Services, the Materials (including the Market Data) or any of the materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access USDL, the Site, the Services and the Materials from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

8. Survival

All provisions of these USDL Terms which by their nature extend beyond the expiration or termination of these USDL Terms, including without limitation, sections pertaining to suspension or termination, debts owed, general use of USDL, the Services, disputes with us, and general provisions, shall survive the termination or expiration of these USDL Terms.

9. No Agency Relationship

Nothing in these USDL Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or other representative. These USDL Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.