Ephelia Mint User Agreement

10. Privacy

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We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Ephelia Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.
 

11. Communications
 

By entering into these Terms, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy.
These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to es-Currencies and your use of Ephelia Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms govern your holding and use of es-Currencies, and the Ephelia Services, as applicable.
 

12. Limited License; IP Rights
 

The following only applies to User Type A: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the Ephelia Services solely for approved purposes as determined by Ephelia. Any other use of the Ephelia Services is expressly prohibited. Ephelia and its licensors reserve all rights in the Ephelia Services and you agree that these Terms does not grant you any rights in or licenses to the Ephelia Services except for the limited license set forth above. Except as expressly authorized by Ephelia, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Ephelia Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the Ephelia Services may be terminated pursuant to these Terms.

"Ephelia" and "es-Currencies", and all logos related to the Ephelia Services and es-Currencies (es-C, es-USD, es-CHF, etc.) are either trademarks, or registered marks of Ephelia or its licensors. Whether or not you have a Ephelia Mint account, you may not copy, imitate, or use them without Ephelia's prior written consent. All right, title, and interest in and to the Ephelia website, any content thereon, the Ephelia Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Ephelia and its licensors..
 

13. Risk Factors & Disclosures

The following list of risks associated with es-Currencies and the Ephelia Services is not exhaustive.
 

No guarantee of price stability on Third Party Platforms
Subject to the limitations set forth in these Terms, (i) when Ephelia tokenizes USD (or any other currency) for es-Currencies it will always do so at a rate of 1:1, FOR EXAMPLE one USD ($1) per one (1) es-USD; and (ii) when Ephelia redeems es-USD for USD, it will always redeem such es-USD at a rate of one USD ($1) per one (1) es-USD, less fees where applicable.
Ephelia does not guarantee that the value of one (1) es-USD will always equal 1 USD ($1) on other platforms.  Due to a variety of factors outside of Ephelia’s control, the value of es-USD  on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 USD ($1). Although a es-USD is always redeemable for $1, less applicable fees (if any), Ephelia cannot control how third parties quote or value es-Currencies, and Ephelia is not responsible for any losses or other issues that may result from fluctuations in the value of es-Currencies.
 

Third-party platforms
es-Currencies are based on open source software and runs on Ephelia Supported Blockchains. This means that third parties can elect to support es-Currencies on their platforms without any authorization or approval by Ephelia or anyone else.  As a result, es-Currencies support on any third-party platform does not imply any endorsement by Ephelia that such third-party services are valid, legal, stable or otherwise appropriate. Ephelia is not responsible for any losses or other issues you might encounter using es-Currencies on non-Ephelia platforms.
 

You accept all consequences of sending es-Currencies
es-Currencies transactions are not reversible. Once you send es-Currencies to an address, you accept the risk that you may lose access to, and any claim on, that es-Currencies indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the es-Currencies, or (iv) an address belongs to an entity that may return the USDC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Ephelia to track, verify or determine the provenance of es-Currencies balances for Users, including any form of security interests claimed thereon.
 

Blocked Addresses & Forfeited Funds
Ephelia reserves the right to “block” certain es-Currencies addresses and, if such addresses are Ephelia custodied addresses, freeze associated es-Currencies (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send es-Currencies to a Blocked Address, or receive es-Currencies from a Blocked Address, Ephelia may freeze such es-Currencies and take steps to terminate your es-Currencies Account. In certain circumstances, Ephelia may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your es-Currencies, including the ability to redeem es-Currencies for the related currency. Ephelia may also be required to freeze es-Currencies and/or surrender associated the associate currency held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.

Blacklisting
es-Currencies are issued and redeemed in accordance with Ephelia's blacklisting policy. Ephelia reserves the right to block the transfer of es-Currencies to and from an address on chain as permitted under the blacklisting policy.
 

Software protocols and operational challenges
You are aware of and accept the risk of operational challenges. Ephelia may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Ephelia Services. You understand that the Ephelia Services may experience operational issues that lead to delays, including delays in redeeming es-Currencies. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Ephelia Mint accountable for any related losses.

Compliance
You are responsible for complying with applicable law. You agree that Ephelia is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of es-Currencies or the Ephelia Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.
 

Legal treatment of es-Currencies transfers
The regulatory status of es-Currencies and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to es-Currencies, blockchain technology and its applications.  Accordingly, it is not possible to determine whether a es-Currencies transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.
 

Legislative and regulatory changes
Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the tokenization of currencies into es-Currencies, and the use, transfer, redemption and/or value of es-Currencies.
 

No deposit insurance
es-Currencies held in your Ephelia Mint account is not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States or equivalent scheme in your country of residence.
 

Claim on funds
Only Users Type A can redeem es-Currencies directly with Ephelia.  For Users Type A, your ability to redeem currencies with us for each es-Currencies is conditional on (i) your possession of a corresponding amount of es-Currencies associated with a registered Ephelia Mint account, (ii) no violation of these Terms or your Ephelia Mint account User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.
Sending es-Currencies to another address automatically transfers and assigns to that Holder, and any subsequent Holder, the right to redeem es-Currencies for associated with us so long as the Holder is eligible to, and does, register a Ephelia Mint account (and thereby becomes a User Type A).
 

Encumbrances
Depending on the actions of the owners of es-Currencies addresses before your receipt of es-Currencies from another es-Currencies address, it is possible that the transfer of es-Currencies between es-Currencies addresses could result in the es-Currencies in your account becoming subject to a lien or other form of security interest before redemption.
 

On-chain transactions irreversible
When es-Currencies are sent to a third-party es-Currencies address, such transaction is completed on Ephelia Supported Blockchains. This means that such transaction is irreversible and Ephelia does not have the ability to reverse or recall any transaction once initiated.  You bear all responsibility for any losses that might be incurred as a result of sending es-Currencies to an incorrect or unintended es-Currencies address.
 

Affiliate Activities
You understand and agree that individuals or entities affiliated with Ephelia may hold, purchase, sell, or otherwise engage in transactions using or involving es-Currencies.  You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes es-Currencies, or otherwise supporting the use or adoption of es-Currencies.  This activity may involve selling es-Currencies to other entities for provision to their end users.  You understand and agree that no individual or entity, whether affiliated with Ephelia or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.  

14. Third Parties

You understand and agree that Ephelia does not control any products or services sold or offered by third parties using the Ephelia Services.  
Ephelia is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable law and regulations (including any consequences for illegal transactions that might be triggered under these Terms), the quality and delivery of such products and services, or your satisfaction with any products or services, the purchase of which is facilitated by the Ephelia Services. If you are not satisfied with any goods or services purchased from a third party using the Ephelia Services, you must handle those issues directly with the third-party seller.

15. Fees; Authorization
 

The following only applies to User Type A: Except as disclosed on the Ephelia Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your Ephelia Mint account, Ephelia will not charge you any fees for tokenizing currencies for es-Currencies, or receiving es-Currencies.  As disclosed on the Ephelia Fee Schedule, Ephelia does charge fees in connection with sending es-Currencies on chain out of the Ephelia Mint account. You should always check the es-Currencies Fee Schedule before completing a transaction in your Ephelia Mint account to make sure you understand exactly what fees might be incurred.  You also agree to pay any other fees that may be charged by your bank in connection with sending funds to Ephelia or receiving funds from Ephelia.
 

16. Currency Conversion
 

The following only applies to User Type A: All tokenizations of currencies will be credited in es-Currencies to your Ephelia Mint account based on a rate of 1:1, for example one (1) es-USD per 1 USD ($1).  If you wire funds to Ephelia to complete a tokenization of USD into es-USD, you should denominate your wire transfer in USD.  If you transmit your wire in a currency other than USD, Ephelia’s banking partners will convert such funds to USD at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion.  Your Ephelia Mint account will then be credited with an amount of es-USD equal to the amount of USD that results following such currency conversion and deduction of any fees charged for such currency conversion. Ephelia is not responsible for any processing delays that may result in connection with completing such currency conversion.  Additionally, Ephelia’s banking partners may not support all non-USD currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your Ephelia Mint account only supports es-Currencies amounts out to two decimal places, so all es-Currencies amounts will be rounded down to two decimal places.
 

17. Right to Change/Remove Features or Suspend/Delay Transactions
 

The following only applies to User Type A: We reserve the right to (i) change, suspend, or discontinue any aspect of the Ephelia Services at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance  or redemption without prior notice and may limit or suspend your use of one or more Ephelia Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the Ephelia Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.
 

18. Transactions Irreversible
 

The following only applies to User Type A: Once a transaction has been initiated, it cannot be reversed, as further described in Section 13 above.

Except as set forth in these Terms, all transactions processed through the Ephelia Services are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable transactions made using that payment method. You can also access the record of your transactions by logging into your Ephelia Mint account.  
 

19. Insufficient Funds
 

The following only applies to User Type A: If a payment made to tokenize currencies for es-Currencies is reversed by your bank or Ephelia’s banking partners after a tokenization of currencies for es-Currencies is completed, then Ephelia reserves the right to (i) retroactively cancel such tokenization of currencies for es-Currencies and deduct such es-Currencies from your Ephelia Mint account, (ii) deduct such amounts from future es-Currencies issuances to your Ephelia Mint account or otherwise received into your Ephelia Mint account, (iii) suspend your Ephelia Mint account and access to the Ephelia Services until resolved, (iv) if you maintain more than one Ephelia Mint account, set off the negative amount of es-Currencies in one Ephelia Mint account by applying the amount of es-Currencies you hold in your other Ephelia Mint account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available.  To secure your performance of these Terms, you grant to Ephelia the right to (a) block transactions involving es-Currencies from your account, including any non-es-Currencies account, and (b) set off any fees or other amounts owed by you against funds Ephelia holds on your behalf.
In the event that Ephelia is forced to engage a third party to assist with the recovery of any funds owed by you to Ephelia, you will be charged any fees or expenses that are incurred by Ephelia in connection with such recovery efforts, including, but not limited to, collection fees, legal fees or convenience fees charged by third parties.  You hereby explicitly agree that all communication in relation to a funds owed by you to Ephelia or a delinquent account will be made by electronic mail or phone. Such communication may be made by Ephelia or by any third party acting on its behalf, including but not limited to a third-party collection agent. Note that if Ephelia is forced to engage such third parties in connection with recovering amounts that you owe Ephelia, your credit may be negatively impacted.
 

20. Restricted Activities
 

In connection with your holding or use of es-Currencies, or the Epheliia Services (as applicable), you hereby agree that you will not:

• violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;

• intentionally try to defraud (or assist in the defrauding of) Ephelia or other Users;

• provide false, inaccurate, or misleading information;

• take any action that interferes with, intercepts, or expropriates any system, data, or information;

• partake in any transaction involving the proceeds of illegal activity

• transmit or upload any virus, worm, or other malicious software or program;

• attempt to gain unauthorized access to other Ephelia Mint accounts, the Ephelia website, or any related networks or systems;

• use the Ephelia Services on behalf of any third party or otherwise act as an intermediary between Ephelia and any third parties;

• collect any User information from other Users, including, without limitation, email addresses;

• defame, harass, or violate the privacy or intellectual property rights of Ephelia or any other Users; or

• upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such activities, “Restricted Activities”).

21. Prohibited Transactions
 

Using es-Currencies or the Ephelia Services for transactions related to the following is prohibited, and Ephelia reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

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• any Restricted Persons;

• weapons of any kind in contravention of applicable laws, including but not limited to, as applicable, firearms, ammunition, knives, explosives, or related accessories;

• controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;

• gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;

• money-laundering or terrorist financing;

• any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;

• goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;

• credit repair services, or other services that may present consumer protection risks;

• court ordered payments, structured settlements, tax payments, or tax settlements;

• any unlicensed money transmitter activity;

• layaway systems, or annuities;

• counterfeit goods, including but not limited to fake or “novelty” IDs;

• wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

• purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or

• any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners (such transactions, “Prohibited Transactions”).

In the event that Ephelia learns you are making any such Prohibited Transactions, Ephelia will consider it to be a violation of these Terms and may also suspend or terminate your Ephelia Mint account, which can result in the potential forfeit of any currency otherwise eligible for redemption.