Terms and Conditions
Please review these Tessera Terms and Conditions (the "Terms") carefully, as they set forth legally binding terms and conditions between you and the Company that govern your access and/or use of (a) the website located at https://www.tessera.pe (the "Website"); and (b) the Tessera Smart Contracts (as defined below), in connection with your undertaking of any Tessera Activity (as defined below) and/or Tessera Transaction (as defined below); including related trademarks, and other intellectual property, whether such access and/or use is via (i) the Website ("Website Access") or (ii) command line, locally installed programs, Software Development Kits, software code and blockchain and smart contract explorers (collectively "Direct Access").
For purposes of these Terms, the Website and the Tessera Smart Contracts (as defined below) shall be collectively referred to as "Tessera".
By accessing and/or using Tessera and/or participating in any Lending Opportunity (as defined below) to extend any Stablecoin Loan to Company, you ("you" or the "User") agree to these Terms on behalf of yourself and any entity you represent, and you represent and warrant that you have the right and authority to do so.
Tessera (which includes the Website and the Tessera Smart Contracts (as defined below)) are not intended for access and/or use by, and Company (as defined below) has no intention to accept any User Loans (as defined below) from: (a) any Excluded Persons (as defined below); or (b) any person or entity in, or accessing or using the Website from, an Excluded Jurisdiction.
Accordingly, Excluded Persons (as defined below) should not access and/or use Tessera (which includes the Website and the Tessera Smart Contracts (as defined below)) and/or undertake any Tessera Activity (as defined below) and/or Tessera Transaction (as defined below) and/or participate in any Lending Opportunity (as defined below) or extend any Stablecoin Loan (as defined below) to Company.
The Website is owned and operated by Tessera Issuer Inc ("Company"), an entity formed under the laws of Panama and the Tessera Smart Contracts (as defined below) are copyrighted works belonging to Company and/or its Affiliate(s) (each of User and Company, a "Party", and collectively, the "Parties").
You acknowledge that you will be deemed to have accepted these Terms by accessing and/or using Tessera – whether by Website Access or Direct Access.
Company reserves the sole right to change these Terms from time to time. The "Date Last Revised" specified on these Terms indicates the date on which the Terms were last changed. You will be notified of those changes and given the opportunity to review and accept the updated Terms when you next access and/or use Tessera. Your acceptance of and/or your continued access and/or use of Tessera following notice of the updated Terms will indicate your acknowledgement of and agreement to be bound by the updated Terms.
1. Overview of Tessera
1.1 Tessera is a digital assets lending platform operated by Company via which Users who hold digital assets and fulfil eligibility requirements under these Terms can participate in digital asset lending opportunities (collectively "Lending Opportunities" and each a "Lending Opportunity") made available by Company to loan digital assets ("Digital Asset Loan") to Company.
1.2 The Lending Opportunities that Company presently intends to make available for Users' participation are limited to Digital Asset Loans denominated in Accepted Stablecoins only.
1.3 A Lending Opportunity that Company makes available for Users to extend a Digital Asset Loan of Accepted Stablecoins ("Stablecoin Loan") to Company, will be on and subject to these Terms and to such additional terms ("Additional Terms") that Company may stipulate in relation to that Lending Opportunity and Stablecoin Loan and Stablecoin Loan Token issued by Company for that Stablecoin Loan.
1.4 A User who participates in a Lending Opportunity by extending a Stablecoin Loan (such User hereinafter referred to a "Lender") to Company would receive a token ("Stablecoin Loan Token") on the basis of a one (1) Accepted Stablecoin of Digital Asset Loan : 1 Stablecoin Loan Token.
1.5 Company currently intends to make private equity investments (such as in SpaceX and OpenAI) using funding received from Stablecoin Loans extended by Lenders to Company.
1.6 When making available a Lending Opportunity for participation by Users to extend Stablecoin Loans to Company,
(a) Company will specify the private equity investment opportunity ("PE Opportunity") that Company intends to invest in using funding obtained by Company from the Stablecoin Loans.
(b) Company will specify the maximum amount of funding of Stablecoin Loans that Company is seeking for that PE Opportunity.
1.7 If Lenders extend Stablecoin Loans to Company to fund Company's investment ("PE Investment") in a PE Opportunity, Company will consider those Stablecoin Loans as one series ("Loan Series") of Stablecoin Loans and deploy only funding from Stablecoin Loans within the same Loan Series towards Company's PE Investment in that PE Opportunity.
1.8 Company will differentiate one Loan Series of Stablecoin Loans from Lenders intended to fund Company's PE Investment in a PE Opportunity from another Loans Series of Stablecoin Loans from Lenders intended to fund Company's PE investment in another PE Opportunity by issuing Stablecoin Loan Tokens specific to and identifiable with reference to each Loan Series and each PE Opportunity.
1.9 Via Tessera, Users can undertake any one or more of the following (collectively "Tessera Activities" and each, a "Tessera Activity"):
(a) a User who holds Accepted Stablecoins can extend a Stablecoin Loan of User's desired amount of Accepted Stablecoins to Company (such amount hereinafter referred to as "Stablecoin Loan Principal Amount") and in return, receive from Company an amount of Stablecoin Loan Tokens for that Loan Series equivalent to the Stablecoin Loan Principal Amount representing User's Stablecoin Loan position in that Loan Series, in accordance with the procedures for the "Lending" feature of Tessera further described at Section 2.1 below.
(b) subject to these Terms and Additional Terms specific to a Stablecoin Loan and Stablecoin Loan Tokens issued by Company for that Stablecoin Loan, a holder of those Stablecoin Loan Tokens (whether such holder is the Lender of that Stablecoin Loan or acquiror of those Stablecoin Loan Token) may during the Redemption Period (as defined below), redeem those Stablecoin Loan Tokens to receive the Redemption Amount (as defined below) applicable to those Stablecoin Loan Tokens in settlement of the Stablecoin Loan Principal Amount of that Stablecoin Loan and the excess (if any) of the Redemption Amount (as defined below) over Stablecoin Loan Principal Amount being interest payable by Company on that Stablecoin Loan ("Redemption"), in accordance with the procedures for the "Redeem" feature of Tessera further described at Section 2.2 below.
1.10 Tessera enables Users to undertake Tessera Activities through the use of smart contracts comprising computer code written based on various blockchain standards and programming languages (collectively, "Tessera Smart Contracts"), developed by Company and/or its Affiliate(s) (as defined below).
1.11 For purposes of these Terms:
(a) "Accepted Stablecoins" means USDC, USDT and such other stablecoins as Company may accept from time to time as Stablecoin Loans;
(b) "Affiliates" of an entity means the owners, directors, officers, employees, advisors, agents of such entity and companies in which such entity has an interest;
(c) "Tessera Documentation" means https://www.tessera.pe, such documents and information on https://www.tessera.pe and the Frequently-Asked-Questions ("FAQs") on Tessera accessible at https://www.tessera.pe;
(d) "USDC" means USD Coin, the asset-backed stable cryptocurrency; and
(e) "USDT" means Tether, the asset-backed stable cryptocurrency.
1.12 Website Access.
(a) The Website is a user interface designed by Company to facilitate use of the Tessera Smart Contracts by providing a user-friendly interface to access / use the Tessera Smart Contracts although the Tessera Smart Contracts are also accessible / can be used via Direct Access. Company may modify or discontinue support for the Website at any time, in its sole discretion.
(b) You are hereby granted a non-exclusive, non-transferable, revocable, limited licence to electronically access and use the Website in the manner described in these Terms. You do not have the right, and nothing in these Terms shall be construed as granting you the right, to sub-license any rights in connection with the access and/or use of the Website. Company may revoke or terminate this licence at any time if you use, or attempt to use, the Website in a manner prohibited by these Terms, or if your rights under these Terms are terminated pursuant to Section 6.
(c) The Website allows a User to read and display data associated with any Tessera-compatible wallet address for which that User controls the associated private key and uses to interact with the Tessera Smart Contracts by generating standardised transaction messages in order to undertake a Tessera Activity and/or Tessera Transaction using Tessera.
(d) In order to undertake a Tessera Activity and/or Tessera Transaction via the Website, a User must first connect a Tessera-compatible wallet to the Website.
1.13 Direct Access. With the necessary technical expertise, it is possible for a User to generate transaction messages to interact with the Tessera Smart Contracts via Direct Access directly without use of the Website. Company is not involved in and has no oversight of any Direct Access and expressly disclaims all responsibility, and User acknowledges that Company and its Affiliates shall have no responsibility for any loss occasioned to a User by or attributable to Direct Access.
1.14 Tessera Smart Contracts.
(a) Company has developed and deployed ("Deployment") the Tessera Smart Contracts.
(b) The Tessera Smart Contracts and its source code are maintained and modifiable by the Company (and/or its Affiliates). You agree that your right to access and/or use the Tessera Smart Contracts is subject to these Terms. You further agree that you shall not acquire and/or own any legal right, title and/or interest in the Tessera Smart Contracts or any intellectual property rights associated thereto, which shall be wholly owned by the Company (and/or its Affiliates).
1.15 Transaction Fees
(a) A transaction fee ("Transaction Fee") shall be chargeable to a User for each Tessera-related transaction ("Tessera Transaction") initiated through the Tessera Smart Contracts – whether transferring of Stablecoin Loan Tokens, extending a Stablecoin Loan or effecting Redemption. Such Transaction Fees are separate and distinct from any other amount(s) payable in the execution of specific transactions via the Tessera Smart Contracts, if any.
(b) The Transaction Fee for a specific Tessera Transaction will be displayed to Users of the Website during the initiation of such Tessera Transaction and must be accepted by a User before executing such Tessera Transaction.
(c) A User hereby consents to such fees being debited from such User's Tessera-compatible wallet that such User connects to the Tessera Smart Contracts for purposes of effecting a Tessera Transaction, at the time such Tessera Transaction is processed. Similar transaction fees may also be levied on Users accessing and using the Tessera Smart Contracts via Direct Access.
(d) Such Transaction Fees may be subject to change via variations to the Tessera Smart Contracts.
2. Using Tessera
2.2 Redemption:
(a) Subject to these Terms (including the remaining provisions of this Section 2.2), a User holding Stablecoin Loan Tokens may those Stablecoin Loan Tokens to claim from Tessera Smart Contracts (such burning and claiming hereinafter collectively referred to as "Redemption") the Redemption Amount applicable to those Stablecoin Loan Tokens, which Redemption Amount shall be denominated in such Accepted Stablecoins as Company may determine in its sole discretion.
For purposes of these Terms:
(i) "Redemption Period" means the period commencing at 10 am Panama time on the Redemption Start Date and ending at 10 pm Panama time on the 90th day thereafter.
(ii) "Redemption Start Date" in relation to a Stablecoin Loan Token issued in respect of a Stablecoin Loan within a Loan Series, means such date as will be announced by Company via the Website and/or the official community engagement channels of Company provided such date share not be a date that is more than 90 days after Company's receipt in full of the Liquidity Event Proceeds (as defined below) in respect of Company's PE Investment that was funded by the Accepted Stablecoins subject of an received by Company pursuant to that Stablecoin Loan.
(b) User acknowledges that the Redemption of any Stablecoin Loan Tokens issued in respect of a Stablecoin Loan, and the distribution of any Redemption Amount thereon, shall be subject to the Company's receipt in full of proceeds in cash or stablecoins or equivalent thereof arising from a Liquidity Event ("Liquidity Event Proceeds") in respect of Company's PE Investment that was funded by the Accepted Stablecoins subject of an received by Company pursuant to that Stablecoin Loan.
For purposes hereof:
(i) "Liquidity Event" in respect of a PE Investment of Company, means divestment by Company of all interests in that PE Investment for cash or stablecoins or equivalent thereof.
(c) Upon the expiry of the Redemption Period applicable to Stablecoin Loan Tokens issued by Company for a Stablecoin Loan without Redemption thereof by the holder of those Stablecoin Tokens, Company shall be deemed released from all obligations in respect of that Stablecoin Loan,
(i) those Stablecoin Loan Tokens shall, unless otherwise agreed by Company, cease to be capable of Redemption by the holder thereof; and
(ii) the Redemption Amount in respect of those Stablecoin Loan Tokens shall cease to be claimable by the holder thereof.
(d) Upon User effecting Redemption of Stablecoin Loan Tokens held by User which were issued by Company for a Stablecoin Loan, that Stablecoin Loan shall be deemed fully settled by Company, and User shall have no claim against Company in respect of that Stablecoin Loan.
(e) Upon the expiry of the Redemption Period applicable to Stablecoin Loan Tokens issued by Company for a Stablecoin Loan without Redemption thereof by the holder thereof, Company shall be deemed fully and irrevocably discharged from its obligation to repay that Stablecoin Loan, and you as holder of those Stablecoin Loan Tokens shall have no claim against Company in respect of that Stablecoin Loan.
(f) A User accessing and/or using Tessera to initiate and effect Redemption is deemed to have read and understood the Tessera Documentation, and acknowledges and accepts all risks relating to Redemption (including any such risks set out in these Terms and as may be set out in the Tessera Documentation), any inherent smart contract risks pertaining to the Tessera Smart Contracts and all fees relating to Redemption, including in particular Transaction Fees chargeable in respect thereof.
3. Representations & Warranties
3.1 You make the following representations and warranties regarding your access and/or use of Tessera:
(a) THAT you are legally permitted to access and/or use Tessera in your jurisdiction and your access and/or use of Tessera is in compliance with the laws of your jurisdiction, and you acknowledge that Company is not liable for your compliance or non-compliance with any such laws;
(b) THAT your agreement to these Terms and your access and/or use of Tessera does not constitute, and that you do not expect it to result in, a breach, default, or violation of any applicable law or any contract or agreement to which you are a party or are otherwise bound;
(c) THAT you are not an Excluded Person and are not in an Excluded Jurisdiction, and are not accessing or using Tessera from an Excluded Jurisdiction and for purposes hereof:
(i) "Excluded Jurisdiction" means any of the following jurisdictions: (1) the United States of America and its territories and possessions (collectively, the "United States"); (2) the People's Republic of China; (3) the Central African Republic; (4) the Democratic People's Republic of Korea; (5) the Democratic Republic of Congo; (6) Belarus; (7) Iran; (8) Libya; (9) Mali; (10) Russia; (11) Somalia; (12) South Sudan; (13) Sudan; (14) Yemen; (15) any other jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF's listing of "High-risk and Other Monitored Jurisdictions" accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/increased-monitoring-june-2025.html or "Jurisdictions Subject to a Call for Action" accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Call-for-action-june-2025.html and such updated list as may be available on https://www.fatf-gafi.org/en/publications.html; (16) a jurisdiction in which Tessera would be subject of licensing; and/or (17) a jurisdiction in which the offering of, or access and/or use of Tessera is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; and
(ii) "Excluded Persons" refers to the following person(s): (1) a person who is a citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; (2) a body corporate: (a) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (b) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (3) an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list); (4) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using Tessera; and/or (5) a U.S. person.
For purposes of these Terms, a "U.S. person" means:
(A) any natural person resident in the United States;
(B) any partnership or corporation organised or incorporated under the laws of the United States;
(C) any estate of which any executor or administrator is a U.S. person;
(D) any trust of which any trustee is a U.S. person;
(E) any agency or branch of a foreign entity located in the United States;
(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States;
(H) any partnership or corporation if:
(i) organised or incorporated under the laws of any foreign jurisdiction; and
(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933 of the United States of America, unless it is organised or incorporated, and owned, by accredited investors (as defined in Regulation D of that Act) who are not natural persons, estates or trusts; and
(I) any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States,
but does not include:
(J) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
(K) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
(i) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and
(ii) the estate is governed by foreign law;
(L) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
(M) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
(N) any agency or branch of a U.S. person located outside the United States if:
(i) agency or branch operates for valid business reasons; and
(ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
(O) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans;
(d) THAT you will not, and will not attempt to, authorise anyone other than you to access and/or use Tessera using a Tessera-compatible wallet owned by you or for which you control the private keys, or otherwise engage in Prohibited Use (as defined below) using such Tessera-compatible wallet;
(e) THAT you will not disrupt, interfere with, or otherwise adversely affect the normal flow of Tessera or otherwise act in a manner that may negatively affect other Users' experience when accessing and/or using Tessera including taking advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design of Tessera; and
(f) THAT:
(i) you have read and understood the Tessera Documentation and accept all risks as may be set out therein or associated with the use of Tessera, including smart contract risks, market volatility risks, risks of loss of Stablecoin Loan Principal Amount, risks of lending digital assets and risks associated with hacks, exploits, malfunctions, modifications of transaction data that could affect or result in unsuccessful Tessera Transactions or misuse of smart contracts and oracles, which may result in a loss of digital assets. Notwithstanding that you may be using a Tessera-compatible wallet to undertake a Tessera Activity and/or Tessera Transaction, you acknowledge that you bear all risks arising from and/or in connection with any modification of transaction payload data which you may procure or cause, in connection with your use of such Tessera-compatible wallet in undertaking such Tessera Activity and/or Tessera Transaction;
(ii) you acknowledge that there is substantial uncertainty as to the application of securities, financial, and other laws and regulations applicable to digital assets and digital asset lending transactions, and that the interpretation of existing laws and regulations or new laws and regulations may affect the regulatory status of any activity contemplated under these Terms, including your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera;
(iii) you are sophisticated in using and evaluating blockchain technologies and related blockchain-based digital assets, including the Tessera Supported Tokens, as well as smart contract systems, automated market making protocols and the concept of pricing slippage; and
(iv) you have evaluated and understand all functions of and all risks associated with your access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera, and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Company with respect to the access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera.
3.2 All of the above representations and warranties are true, complete, accurate and not misleading from the time of your acceptance of these Terms and are deemed repeated each time you access and/or use Tessera.
4. Prohibited Use
4.1 You may not, directly or indirectly, engage in any of the following activities in connection with your access and/or use of Tessera ("Prohibited Uses"):
(a) a violation of any law, rule, or regulation of any jurisdiction that is applicable to you;
(b) violations or breaches of these Terms or any other document from time to time governing the access and/or use of Tessera;
(c) permit others to access and/or use Tessera or otherwise undertake any Tessera Activity and/or Tessera Transaction using a Tessera-compatible wallet address that you control;
(d) perform, or attempt to perform, any actions that would interfere with the normal operation of Tessera or affect the access and/or use of Tessera by other Users;
(e) engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in any digital asset affecting the normal operation of Tessera, including by engaging or participating in "front-running", "wash trading", "pump and dump schemes", or similar activities;
(f) engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities;
(g) access or attempt to access non-public systems, programs, data, or services;
(h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content or any part of Tessera, except as expressly permitted by applicable laws; and/or
(i) reverse engineer or attempt to reverse engineer Tessera except as expressly permitted by applicable law.
5. Waivers
5.1 You agree and acknowledge that Company and its Affiliates shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of digital assets, income or profits, and loss of use or data), arising out of or in connection with your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction, or use of your Tessera-compatible wallet in connection thereto.
5.2 You undertake not to initiate or participate, and waive the right to participate in, any class action lawsuit or a class-wide arbitration against Company and/or its Affiliates in respect of your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction.
5.3 By accepting these Terms, you waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against Company and its Affiliates in connection with your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction.
6. Termination
6.1 These Terms will remain in full force and effect for so long as you access and/or use Tessera or undertake any Tessera Activity and/or Tessera Transaction. Company may suspend or terminate your rights to access and/or use Tessera at any time for any reason at Company's sole discretion, including where Company reasonably suspects any access and/or use of Tessera in violation of these Terms.
6.2 Upon termination of your rights under these Terms, your right to access and/or use Tessera will terminate immediately.
6.3 Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including blacklisting any blockchain address you may have used to access Tessera. Even after your rights under these Terms are terminated, Sections 5, 6.3, 7 and 8 of these Terms will remain in effect.
7. Disclaimers and Limitation of Liability
7.1 Disclaimer.
(a) TESSERA (WHICH INCLUDES THE WEBSITE AND THE TESSERA SMART CONTRACTS) ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY WARRANTY THAT TESSERA WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO TESSERA, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
(b) COMPANY DOES NOT ENDORSE ANY THIRD PARTY (INCLUDING ANY YIELD OPPORTUNITY OR YIELD OPPORTUNITY ENTITY) AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY INTERACTIONS OR TRANSACTIONS YOU ENTER INTO WITH ANY THIRD PARTY, OR FOR ANY LOSS ARISING FROM YOUR RELIANCE ON ANY REPRESENTATION MADE BY OR ANY INFORMATION PROVIDED BY ANY THIRD PARTY (INCLUDING ANY WALLET PROVIDERS AND ORACLE PROVIDERS). YOU AGREE THAT COMPANY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY WALLET PROVIDERS) AND/OR ANY ACT UNDERTAKEN BY YOU USING THIRD-PARTY SOFTWARE.
(c) NOTHING IN THESE TERMS SHALL BE CONSTRUED AS A RECOMMENDATION OR ADVICE TO ANY PROSPECTIVE USER IN RELATION TO ANY LEGAL, TAX, FINANCIAL INVESTMENT OR OTHER MATTERS. YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE UNDERTAKING ANY TESSERA ACTIVITY AND/OR TESSERA TRANSACTION.
(d) IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PARTICIPATION (OR ATTEMPTED PARTICIPATION) IN ANY TESSERA ACTIVITY IS NOT IN VIOLATION OF ANY APPLICABLE LAWS AND/OR THESE TERMS.
7.2 Limitation of Liability.
(a) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, INCLUDING LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY AND/OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF TESSERA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, TESSERA IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA, OR LOSS OF FUND RESULTING THEREFROM.
(c) COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO KEEP YOUR PRIVATE KEYS OR LOGIN CREDENTIALS TO YOUR WALLET SECURE OR ANY OTHER UNAUTHORISED ACCESS TO OR TRANSACTIONS INVOLVING YOUR WALLET.
(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF COMPANY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT OF TRANSACTION FEES PAID BY YOU IN CONNECTION WITH YOUR ACCESS AND/OR USE OF TESSERA DURING THE PRECEDING TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
7.3 Indemnification. You agree to indemnify and hold Company and its Affiliates (each an "Indemnified Party", and collectively "Indemnified Parties") harmless from any loss, claim or demand made, including costs and attorneys' fees, due to or arising out of:
(i) your access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts) or your undertaking of any Tessera Activity and/or Tessera Transaction (including extending Stablecoin Loans, acquiring Stablecoin Loan Tokens and effecting Redemption);
(ii) your non-observance of these Terms; and/or
(iii) your violation of applicable laws or regulations.
The relevant Indemnified Party reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to provide indemnification, and you agree to cooperate in the defense of these claims. You agree not to settle any matter without the prior written consent of the relevant Indemnified Party or Indemnified Parties. The relevant Indemnified Party will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7.4 Taxes. You are solely responsible for determining the tax implications and tax reporting requirements associated with your access and/or use of Tessera and/or associated with any Tessera Activities and/or Tessera Transactions you undertake, and for paying any applicable taxes in each applicable jurisdiction in relation thereto. Company is not responsible for determining whether there are tax implications or tax reporting in connection with your access and/or use of Tessera and/or associated with any Tessera Activities and/or Tessera Transactions you undertake, or for paying any applicable taxes in relation thereto.
7.5 Potential Risks Associated with Access and/or Use of Tessera (which includes the Website and the Tessera Smart Contracts).
(a) Like all software, Tessera (which includes the Website and the Tessera Smart Contracts) may be subject to exploits. Company is not responsible for exploits of any kind. While Company has taken a number of precautions to ensure the security of Tessera (which includes the Website and the Tessera Smart Contracts), the technology is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors. Users accept all risks that arise from access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts), including, and not limited to, the risk of any digital assets being lost due to a failure, malfunction or exploit of Tessera (whether in relation to the Website, the Tessera Smart Contracts and/or the networks on which any digital assets are transferred).
(b) You are solely responsible for securing the private keys associated with any Tessera-compatible wallet you may use when accessing and/or using Tessera. You understand that anyone who obtains your private keys and access to your device may access such Tessera-compatible wallet controlled with those private keys with or without your authorisation and may transfer out any digital assets from the blockchain address associated with such Tessera-compatible wallet.
(c) The value of any digital asset, where value is attached to such an asset, may fluctuate. Company makes no guarantees as to the price or value of any digital asset on any secondary market, including the value of any Stablecoin Loan Tokens and the yield attributable to any Yield Opportunity, or any Tessera Activity and/or Tessera Transaction that you undertake.
(d) The following risks are associated with blockchain-based digital assets involved in connection with your access and/or use of Tessera and your undertaking of Tessera Activities and/or Tessera Transactions: the risk of losing private keys, theft resulting from third parties discovering your private key, value fluctuation of digital assets on the secondary market, disruptions to the network(s) connected to Tessera caused by network congestion, lack of usability of, or loss of value with respect to, digital assets due to a hard fork or other disruption to the network(s) connected to Tessera, or errors or vulnerabilities in the smart contract code associated with a given digital asset or transactions involving digital assets. Transfers on the network(s) are irreversible. Once an instruction, signed by the required private key(s), to transfer a digital asset from one blockchain address to another has been executed, it cannot be undone.
(e) Support for your access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts) whether via the Website and/or Direct Access or for your undertaking of any Tessera Activity and/or Tessera Transaction (including extending Stablecoin Loans, acquiring Stablecoin Loan Tokens and effecting Redemption) may be modified or discontinued at any time, and Company reserves the right, at any time, in its sole discretion, to modify the Website and/or the Tessera Smart Contracts.
(f) In the event of a change or other network disruption to a network connected to Tessera, whether resulting in a fork of a network connected to Tessera, Tessera may halt and stop functioning and you may not be able to undertake or complete any Tessera Activity and/or Tessera Transaction. In addition, in the event of a fork, Tessera Activity and/or Tessera Transaction on that network may be disrupted.
(g) The network(s) connected to Tessera charge a fee for engaging in a transaction on the applicable network. Those network transaction fees fluctuate over time depending on a variety of factors. You are solely responsible for paying network transaction fees associated with any Tessera Activity and/or Tessera Transaction you undertake using Tessera on the applicable network(s) connected to Tessera. You are also solely responsible for any other third-party fees that may be incurred in connection with your access and/or use of Tessera.
8. Dispute Resolution
Subject always to Sections 5 and 7 of these Terms, any claim, suit, or dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration administered by the Singapore International Arbitration Centre (in this Section 8, "SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Section. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. This arbitration agreement shall be governed by Singapore law. In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 of Singapore in relation to the arbitration, the Parties agree (a) to commence such proceedings before the Singapore International Commercial Court (in this Section 8, "SICC"); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC.
9. Electronic Communications with Company
The communications between you and Company use electronic means, by way of notices posted on the Website and/or the official community engagement channels of the Company. For contractual purposes, you: (i) hereby consent to receive communications from Company in any electronic form; and (ii) hereby agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights under any applicable law.
10. Governing Law and Jurisdiction
10.1 These Terms shall be governed in all respects, including as to validity, interpretation and effect, by Singapore law, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2 Tessera may not be available or permitted by laws for use in some jurisdictions (including the Excluded Jurisdictions). Company and its Affiliates do not represent or warrant that Tessera or any part thereof is available or permitted by laws for use in any particular jurisdiction. In choosing to access and/or use Tessera, you do so on your own initiative and at your own risk, and you are responsible for complying with all applicable local laws, rules and regulations.
11. General
11.1 Entire Terms. These Terms constitute the entire agreement between you and Company regarding your access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
11.2 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.3 Relationship of the Parties. Nothing contained in these Terms will be deemed to be construed by the Parties or any third party as creating a partnership, an agency relationship or joint venture between the Parties or any of their respective employees, representatives, or agents.
11.4 Third party rights. Save for the Indemnified Parties who shall have rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party to these Terms shall have no right to enforce any provisions of this Terms.
11.5 Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
11.6 Changes. Company reserves the right to change these Terms in its sole discretion from time to time. The "Date Last Revised" specified on these Terms indicates the date on which the Terms were last changed. You will be given the opportunity to review and accept the updated Terms when you next access and/or use Tessera. These changes will be effective upon your acceptance of the updated Terms. In addition, continued access and/or use of Tessera following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
11.7 Waiver. A waiver by Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorised representative of Company and shall apply only to the circumstances for which it is given. The failure of Company to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
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