These Terms of Service (“Terms”), together with any documents expressly incorporated by reference, govern your use of and access to Supererogatory's websites (including supererogatory.io), web applications, mobile applications, and all related sites and services (collectively, the “Site” and the “Services”).
By accessing or using the Site or Services, you agree to be bound by these Terms, including the mandatory arbitration provision in Section 14, and acknowledge that you have read and understood our Privacy Policy as described in Section 15.1. If you do not agree to these Terms, you must not use or access the Site or Services.
1. Modifications to These Terms
Supererogatory reserves the right to update or modify these Terms at any time in its sole discretion. If changes are made, we will notify you by updating the “Last Updated” date at the top of these Terms or through notices on the Site or Services. Unless otherwise specified, all changes take effect immediately upon posting. Your continued use of the Site or Services after notification constitutes your acceptance of the updated Terms. If you do not agree with the changes, you must stop using the Site and Services.
2. Services
2.1 The Services
The Site provides general information about Supererogatory Corp and, subject to eligibility requirements and completion of applicable onboarding and verification procedures, may allow qualified users to access certain services relating to the issuance and management of digital representations of securities (the “Services”). These Services are operated by Supererogatory Corp and its affiliates and involve the issuance of blockchain-based tokens that are backed 1:1 by underlying securities held with a regulated, globally recognized custodial institution.
Supererogatory Corp is a U.S.-incorporated entity. The Services are not available to residents or nationals of the European Union or European Economic Area, and nothing on the Site constitutes an offer or solicitation to such persons.
This product is not intended for use in the United States of America, nor is it intended to be used by U.S. persons (including U.S. citizens and residents). By accessing or using the Services, you represent and warrant that you are not a U.S. person and that you are accessing the Services from outside the United States. Access or use of the Services by U.S. persons or within the U.S. is strictly prohibited.
2.2 Conditions for Access
As a condition to accessing or using the Site or the Services, you represent and warrant to Supererogatory Corp that:
2.2.1 If you are entering into these Terms as an individual, you are of legal age in your jurisdiction and have the legal capacity to be bound by these Terms. If you are acting on behalf of an entity, you have the authority to bind that entity, and “you” shall refer to that entity accordingly.
2.2.2 You are not a resident, citizen, or agent of any jurisdiction subject to U.S. embargoes or sanctions, including but not limited to Iran, North Korea, Syria, Cuba, or any region subject to comprehensive territorial sanctions such as Crimea, Donetsk, or Luhansk.
2.2.3 You are not listed on any sanctions list maintained by the U.S., the U.K., the EU, or the United Nations, and you do not intend to engage in transactions with any person or entity subject to such restrictions.
2.2.4 You will not use virtual private networks (VPNs), anonymization tools, or other technological means to obscure your geographic location or identity in order to circumvent access restrictions.
2.2.5 Your use of the Services will not violate any applicable law, regulation, or rule in any jurisdiction to which you or Supererogatory Corp are subject, and you will not use the Services for any unlawful purpose.
2.3 Acknowledgements
By accessing or using the Site or Services, you acknowledge and agree that:
2.3.1 Access to the Site or Services may be unavailable from time to time due to scheduled maintenance, technical issues, network disruptions, the unavailability of blockchain infrastructure, or events beyond our reasonable control.
2.3.2 Supererogatory Corp reserves the right to suspend, limit, or terminate your access to the Site or Services at any time in the event of any breach of these Terms, or if your eligibility or legal status becomes questionable in Supererogatory Corp's sole judgment.
2.3.3 The Services are subject to ongoing development and may be updated, modified, suspended, or discontinued at any time without notice.
2.3.4 Information presented on the Site, including any pricing or performance information, is provided for informational purposes only and does not constitute investment advice, an offer, or a solicitation of an offer to buy or sell any financial instrument.
2.3.5 Supererogatory Corp does not act as your agent, advisor, broker, or fiduciary. You are solely responsible for your use of the Services, including any transfers of digital assets or securities-related tokens.
2.3.6 You are responsible for maintaining the confidentiality and security of any credentials, private keys, or access methods associated with your use of the Services.
2.3.7 You are solely responsible for any tax obligations arising from your use of the Services, including the purchase, sale, or holding of tokenized securities.
2.3.8 Supererogatory Corp does not guarantee the quality, legality, or performance of any underlying assets and disclaims all liability for third-party transactions or failures.
2.4 User Commitments
You further covenant and agree that:
2.4.1 Any digital assets or funds used in connection with the Services are lawfully acquired and owned by you, or you are duly authorized to use them.
2.4.2 You will comply with all applicable laws and regulations in connection with your use of the Site and Services and will not use them in any jurisdiction where such use is prohibited.
2.4.3 You will ensure that all information you provide to Supererogatory Corp is complete, accurate, and up to date.
2.4.4 You will maintain the confidentiality of your access credentials and take appropriate steps to secure your private keys and any device or interface you use in connection with the Services.
3. Fees and Estimated Costs
When using the Services, you are responsible for all fees and costs associated with your transactions, including those necessary to execute actions on Ethereum or other supported blockchain networks. This includes, but is not limited to, gas fees and any other charges that may be displayed on the Site at the time of your transaction. While we aim to provide accurate fee estimates, actual costs may vary due to network conditions or other factors beyond our control.
4. No Professional Advice or Fiduciary Relationship
Unless explicitly stated otherwise, all information provided through the Site and Services is for general informational purposes only and does not constitute legal, financial, investment, tax, or any other professional advice. You should not rely solely on this information when making decisions but instead consult with a qualified professional in the relevant field.
These Terms do not create any fiduciary or advisory relationship between you and Supererogatory. Our relationship is strictly limited to the terms expressed herein, and no additional duties or responsibilities are implied.
5. Prohibited Uses
You agree not to use the Site or Services for any unlawful, unauthorized, or harmful purposes. The following are examples of prohibited activities (“Prohibited Uses”). If you are unsure whether a particular use is permitted, please contact us at legal@supererogatory.io.
By using the Services, you agree not to:
5.1 Violate any applicable laws, including anti-money laundering (AML), counter-terrorism financing, or sanctions regulations.
5.2 Engage in or facilitate the sale, distribution, or access to counterfeit or pirated content; misuse Supererogatory's trademarks, intellectual property, or branding; or imply false endorsements or affiliations.
5.3 Interfere with or degrade the operation, availability, or functionality of the Site or Services, including attempts to disrupt other users' access.
5.4 Participate in any form of market manipulation or misconduct, such as spoofing or wash trading.
5.5 Circumvent access restrictions, security measures, or content filters, including by using VPNs or similar tools to bypass controls.
5.6 Use bots, scrapers, malware, or other unauthorized automated means to interact with the Site or Services or to introduce malicious code.
5.7 Provide false, misleading, or fraudulent information or engage in behavior intended to defraud Supererogatory or others.
5.8 Use the Services to transmit or receive Digital Assets related to illegal activities, including terrorism financing or tax evasion.
5.9 Post or transmit content that is defamatory, obscene, hateful, violent, harassing, discriminatory, or otherwise objectionable as determined by Supererogatory in its sole discretion.
5.10 Access the Site or Services from any jurisdiction where such access is restricted or prohibited by Supererogatory.
5.11 Harass, impersonate, or misrepresent your identity to other users or Supererogatory personnel.
5.12 Violate any other applicable laws or regulations of any relevant jurisdiction.
5.13 Assist or encourage any third party in engaging in any Prohibited Use or breach of these Terms.
6. User Content and License Grant
By submitting or sharing content through the Site or Services (“Your Content”), you grant Supererogatory a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, adapt, publish, display, distribute, and create derivative works from Your Content. This includes using Your Content for promotional or marketing purposes related to the Services or Supererogatory and its affiliates.
You represent and warrant that:
(a) You own or have all necessary rights to Your Content; and
(b) Your Content and Supererogatory's use of it as permitted here do not infringe or violate the rights of any third party.
7. Intellectual Property
All names, trademarks, logos, and branding displayed on the Site or through the Services are owned by Supererogatory, its affiliates, or licensors. You may not use, copy, reproduce, or imitate any of these without prior written permission. These Terms do not grant you any rights to Supererogatory's intellectual property. You may not remove or alter any legal notices or proprietary markings contained in the Services.
8. Third-Party Services
The Services may enable you to access or interact with third-party websites, applications, smart contracts, or other external services (collectively, “Third-Party Services”), including but not limited to cryptocurrency wallets, exchanges, or blockchain protocols. These Third-Party Services are not owned, controlled, or operated by Supererogatory, and Supererogatory does not endorse, guarantee, or assume any responsibility or liability for them.
Your use of any Third-Party Services is solely at your own risk and governed by the terms and conditions set forth by the applicable third party. Supererogatory shall not be liable for any losses, damages, or claims arising from your use of or interaction with any Third-Party Services. Any transactions, communications, or engagements with Third-Party Services are exclusively between you and the third party involved.
9. Modification, Suspension, and Termination
Supererogatory reserves the right to modify, suspend, or discontinue all or any part of the Services at any time, with or without notice, for any reason. This may include limiting access to certain features or enabling only the unwinding of existing positions or funds.
Upon termination of your access, your right to use the Services will end immediately. Supererogatory is not liable for any losses or damages resulting from any modification, suspension, or discontinuation of the Services.
Provisions of these Terms which by their nature survive termination, including but not limited to Sections 7 through 15, will continue to apply.
10. Assumption of Risk
By accessing or using the Services, you acknowledge and accept the significant risks involved in blockchain technology, decentralized protocols, and Digital Assets (“Digital Assets”). These risks include, but are not limited to, the following:
10.1 Blockchain Protocol Risks
Public blockchain networks (e.g., Ethereum) operate on decentralized, open-source protocols outside Supererogatory's control. Supererogatory makes no representations or warranties regarding the security, availability, or functionality of any such networks. You alone are responsible for safeguarding your private keys and access credentials. Loss or compromise of these credentials may lead to permanent loss of your Digital Assets, and Supererogatory cannot assist in recovery.
10.2 Regulatory Risks
Digital Assets and related technologies are subject to evolving and often uncertain legal and regulatory frameworks worldwide. Changes in laws or regulations may affect your ability to use the Services, the features available, or the legality of certain Digital Assets or transactions.
10.3 Market and Volatility Risks
Digital Assets are highly volatile and speculative. You may lose some or all of your holdings. Past performance is not indicative of future results, and no guarantees are made regarding investment outcomes.
10.4 Technology and Security Risks
Smart contracts and decentralized protocols may have vulnerabilities or be susceptible to exploits and attacks. Supererogatory does not warrant that the Services or underlying technologies are free from errors or security risks and disclaims liability for any losses resulting from technological failures, bugs, or malicious acts.
10.5
You acknowledge that the Services may have flaws, and you are solely responsible for evaluating any code or outputs provided by Supererogatory or via the Site. Any warnings or disclaimers we provide in these Terms do not create an ongoing obligation for Supererogatory to notify you of all potential risks related to using the Services or accessing the Site.
10.6
While we strive to provide accurate and timely information on the Site and through the Services, the content may not always be complete, current, or error-free. Technical issues, typographical errors, or outdated information may occur. Information, including our policies, may be updated without prior notice. You should verify all information independently before making any decisions. Pricing and related data on the Site or Services may differ from prices on other platforms offering similar services. No guarantees are made regarding the accuracy or suitability of such information for your purposes.
10.7
Using our Services requires a solid understanding of applied cryptography and computer science to fully appreciate inherent risks. You represent that you possess the necessary knowledge and skills. Any mention of a Digital Asset within the Site or Services is not an endorsement or disapproval by Supererogatory and should not replace your own risk assessment for each asset type.
10.8
Transactions involving Digital Assets and participation in Supererogatory pools carry significant financial risk. Digital Assets and decentralized protocols are experimental, volatile, and irreversible. All transactions are final with no refunds. You agree to use the Site and Services at your own risk and accept full responsibility for independently assessing risks based on your financial situation and expertise. Supererogatory assumes no liability for losses or damages arising from your use of the Services.
10.9
We comply with applicable laws, which may require us to take certain actions or provide information to government authorities without prior notice to you, even if not in your best interest.
10.10
The Services remain under active development and may experience technological and transactional risks, including delays, errors, or rollbacks. Such issues may materially affect your transactions, potentially preventing execution at desired prices or at all.
10.11
You accept and assume all risks described in this Section 10, releasing Supererogatory and its affiliates, employees, and representatives from all claims related to these risks, whether known or unknown.
11. Indemnification
You agree to defend, indemnify, and hold harmless Supererogatory, its affiliates, and their respective officers, employees, agents, and contractors (“Indemnified Parties”) from any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from your use of the Site or Services, your Digital Assets, any feedback or content you provide, your violation of these Terms, or infringement of others' rights. Supererogatory reserves the right to control defense and settlement of any such claim, and you agree to cooperate fully.
12. Disclosures; Disclaimers
Supererogatory develops and owns software but does not operate an exchange, clearinghouse, or trade execution service. All transactions are peer-to-peer, executed directly between user-controlled blockchain addresses via smart contracts. You are responsible for complying with all relevant laws and regulations. Supererogatory is not registered with or licensed by any financial regulatory authorities and does not control the underlying blockchain protocols.
The Site and Services are provided “as is” and “as available” without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee uninterrupted or error-free service, nor that errors can or will be corrected. You acknowledge that data loss, corruption, or unavailability may occur, and Supererogatory is not liable for damages caused by such events or external factors beyond our control.
13. Limitation of Liability
To the fullest extent permitted by law, Supererogatory and its affiliates' total liability arising from or related to the Site, Services, or your Digital Assets will not exceed the lesser of $50 USD or the amount you have paid Supererogatory under these Terms in the prior 12 months, except where liability arises from gross negligence, fraud, or willful misconduct.
14. Dispute Resolution & Arbitration
14.1
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SUPEREROGATORY AND LIMITS HOW YOU CAN SEEK RELIEF FROM SUPEREROGATORY. This Section 14 (this “Arbitration Provision”) applies to and governs any dispute, controversy, or claim between you and us 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 Supererogatory agree that any dispute arising out of or related to these Terms, the Site or the Services is personal to you and Supererogatory 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@supererogatory.io 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@supererogatory.io and attempt to resolve the Claim with us 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 New York City, New York, 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 SUPEREROGATORY 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 Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you.
15.2 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@supererogatory.io.
15.3 Remedies
Any right or remedy of Supererogatory 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 Supererogatory in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 Headings
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
15.9 Entire Agreement
These Terms contain the entire agreement between you and Supererogatory, and supersede all prior and contemporaneous understandings between you and Supererogatory regarding the Site and the Services. For clarity, these Terms shall apply regardless of any separate agreements that you may have entered into in connection with an acquisition of tokens made available by Supererogatory, and any such other agreements shall remain in full force and effect.
15.10 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.
15.11 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.