Terms of Service

Effective Date: November 30, 2023

1. Agreeement: The following Terms of Service (the "Terms") constitute a binding agreement between you and Peregrine Exploration 1, LLC ("Peregrine" “we,” “our,” and “us”), the operator of the Stable platform (the “Platform”). These Terms set forth conditions regarding your access to and use of the Platform. By accessing or using the Platform in any manner, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an entity, all references to “you” in these Terms refer to the entity and you represent and warrant that you are a duly authorized representative with the authorization to act on behalf of the entity and bind the legal entity to these Terms. In addition, you acknowledge that these Terms include rights, restrictions and obligations on all users of the Platform, including individuals. You may use the Platform only in compliance with these Terms.

If you are an Authorized User (as defined below), you may access and use the Platform solely on behalf of the applicable Customer, and you agree to comply with these Terms to the extent they are applicable to you.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH SECTION 21 BELOW.

Using the Platform may also require that you pay a fee to parties other than Peregrine or other users of the Platform, such as gas charges on the blockchain to perform a transaction. YOU ACKNOWLEDGE AND AGREE THAT PEREGRINE HAS NO CONTROL OVER ANY SUCH TRANSACTIONS, THE METHOD OF PAYMENT OF SUCH TRANSACTIONS OR ANY ACTUAL PAYMENTS OF TRANSACTIONS. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your protocol-compatible wallet address to complete any transaction on the blockchain or Platform before initiating such transaction.

2. Modification: Peregrine reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Platform, you are indicating that you agree to be bound by any modified Terms.

3. Authorized Users: If you are a business entity, you may be permitted by Peregrine to authorize a certain number of individuals to access the Platform on your behalf (each, an “Authorized User”). You must specify at least one Authorized User to manage your account when submitting your application to use the Platform (each, an “Administrator”). Administrators can add, remove, or manage additional Administrators and Authorized Users and perform other tasks to manage your account. You shall ensure that your Authorized Users comply with these Terms. Any action taken by an Authorized User with respect to the Customer account on the Platform will be deemed to be taken on behalf of the Customer. As a result, you are responsible for any actions that Authorized Users take on behalf of you. Without limiting the foregoing, any action by an Authorized User that is a breach of these Terms will be deemed a breach of these Terms by you.

4. Eligibility: You are only eligible to be a customer on the Platform if you are a business entity with a principal place of business outside of the United States and Peregrine determines that you have completed the necessary Know Your Customer (“KYC”) checks and properly set up Your BitGo Account (as defined below).

5. Know Your Customer: You acknowledge that we may perform KYC procedures on the information you provide, as required by internal policies and as required by applicable guidelines or regulations, including the Bank Secrecy Act. You consent to such KYC procedures. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by Peregrine. Peregrine may in its sole and absolute discretion decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; you agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by Peregrine.

6. Privacy: Our collection, use, and storage of personal information as a result of your use of the Platform is governed by our Privacy Policy.

7. Account Registration.

1. Your BitGo Account: In order to use the Platform, you must first create an account (“Your BitGo Account”) with BitGo, Inc., a cryptocurrency and fiat custodian (“BitGo”) through which you may custody your digital assets and fiat currency and obtain settlement services. As part of the registration process for Your BitGo Account, you must complete necessary KYC checks. PLEASE NOTE THAT YOUR RELATIONSHIP AND YOUR AUTHORIZED USERS’ RELATIONSHIP WITH BITGO IS GOVERNED SOLELY BY THE AGREEMENT(S) YOU AND YOUR AUTHORIZED USERS HAVE WITH BITGO, AND PEREGRINE HAS NO CONTROL OVER BITGO’S MANAGEMENT OF YOUR BITGO ACCOUNT OR BITGO’S RELATIONSHIP WITH YOU OR YOUR AUTHORIZED USERS. YOU AND YOUR AUTHORIZED USERS HEREBY RELEASE PEREGRINE FROM ANY CLAIMS ARISING FROM YOUR BITGO ACCOUNT OR OTHERWISE ARISING FROM YOUR RELATIONSHIP WITH BITGO.

2. Your Stable Account: Once you have Your BitGo Account, you will be able to create an account on the Platform (“Your Stable Account”).

3. Consent for BitGo Services: You acknowledge that you cannot use the Platform unless you have Your BitGo Account. Once Your Stable Account is created, you will be able to manage Your BitGo Account directly through the Platform. All of your communications with BitGo, including communications that you receive from BitGo, will be routed through the Platform. You hereby consent to (i) the management of Your BitGo Account through Your Stable Account, and (ii) Peregrine accessing Your BitGo Account and all information accessible through Your BitGo Account, including all communications to and from BitGo, in order to exchange fiat and cryptocurrency in accordance with these Terms.

4. Authorized Users: If you are an entity, each Authorized User may create an account to access and use the Platform on your behalf. You shall ensure that Authorized Users provide accurate, complete, and updated registration information.

5. Responsibility for your Stable Account: You are responsible for maintaining the confidentiality of your account and credentials, and are fully responsible for any and all activities that occur under your account, including the activity of your Authorized Users on their accounts. You agree to immediately notify Peregrine of any unauthorized use of your account or an Authorized User’s account or any other breach of security. Peregrine will not be liable for any loss or damage arising from your failure to comply with this section. You may not transfer your account to anyone else without our prior written permission.

6. Account Termination: If you would like us to terminate Your Stable Account or an Authorized User’s account, please contact us at [e-mail]. Upon receipt of the request, we will remove the account and associated information from the Platform within a reasonable time period.

8. Use of Platform: The Platform enables you to tokenize U.S. Dollars (“USD”) to USDLR stablecoins (“USDLR”).

1. USDLR Acquisition: You may initiate the minting of USDLR (the “Minted USDLR”) by transferring (i) USD from Your BitGo Account to a BitGo fiat account held by Peregrine (the “Stable BitGo Fiat Account”) or (ii) other approved stablecoins from a cryptocurrency wallet of your choice (“Your External Wallet”) to a BitGo cryptocurrency wallet account held by Peregrine (the “Stable BitGo Wallet”). Once the USD is received in the Stable BitGo Fiat Account or the approved stablecoins are received in the Stable BitGo Wallet (in either case, the “Commitment Amount”), an equivalent amount of USDLR will be minted directly into Your External Wallet.

2. Responsibility for Your External Wallet: You hereby represent and warrant that you own and control Your External Wallet. You are solely responsible for providing correct information for Your External Wallet and you hereby release Peregrine from any liability resulting from your provision of incorrect information about Your External Wallet. If you provide an incorrect address for Your External Wallet and the Minted USDLR is sent to a wallet that you don’t control, you are not entitled to a refund of your Commitment Amount.

3. Your Use of Minted USDLR: You may transfer all or a portion of your Minted USDLR to third parties at your sole discretion.

4. Redemption Request: At any time, you can redeem any portion of the USDLR balance in your External Wallet. Once you successfully submit a redemption request in the manner designated by Peregrine, Peregrine will transfer to Your BitGo Account the USD equivalent of the redeemed USDLR. The redeemed USDLR will be “burned” and you will no longer have access to that redeemed USDLR. PLEASE NOTE THAT THE TIME IT TAKES TO COMPLETE YOUR REDEMPTION REQUEST MAY BE IMPACTED BY BITGO, WHICH CONTROLS YOUR BITGO ACCOUNT, AND PEREGRINE DOES NOT MAKE ANY GUARANTEES ABOUT YOUR REDEMPTION REQUEST BEING COMPLETED WITHIN A SPECIFIC AMOUNT OF TIME. IN ADDITION, YOUR ABILITY TO REDEEM USDLR MAY BE IMPACTED IF YOUR ACTIONS VIOLATE THESE TERMS OR APPLICABLE LAW, AS EXPLAINED FURTHER IN SECTION 14 BELOW.

9. Taxes: It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority.

10. Acceptable Use. Peregrine hereby grants you permission to access and use the Platform, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

• You may only use the Platform as permitted by these Terms. You may not transfer your access to others or allow others to access the Platform through your own access.

• You may only use the Platform for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.

• You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform.

• You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Platform.

• You may not defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Platform.

• You may not copy, rip, or capture any content encountered on the Platform. This includes bulk copying or "scraping" any portion of the Platform using a bot or other tool.

• You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Platform or associated documentation.

11. Content: You own all of the information that you (or your Authorized Users) submit through the Platform (collectively, the “User Content”). Other than the User Content, Peregrine owns all right, title and interest in and to the materials available through the Platform, including, but not limited to, text, graphics, data, articles, photos, images, videos, and illustrations (all of the foregoing except User Content, the “Peregrine Content”).

You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit the Peregrine Content, except as necessary to access and use the Platform in accordance with these Terms.

12. Feedback: We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You agree that Peregrine has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Platform.

13: Indemnification: You agree to indemnify and hold Peregrine, its affiliates, and each of their officers, directors, agents, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach (or your Authorized Users’ breach) of these Terms or your violation (or your Authorized Users’ violation) of any law or regulation.

14. Violation of Terms or Applicable Law: If Peregrine determines, in its sole discretion, that (a) you have breached these Terms, or (b) you have violated or your use of the Platform violates applicable laws or regulations, including applicable KYC and anti-money laundering regulations, PEREGRINE MAY IMMEDIATELY AND WITHOUT NOTICE FREEZE ANY USDLR IN YOUR EXTERNAL WALLET AND/OR TERMINATE THESE TERMS AND DISABLE YOUR ACCESS AND YOUR AUTHORIZED USERS’ ACCESS TO THE PLATFORM. ANY TERMINATION MAY LIMIT YOUR ABILITY TO REDEEM USDLR. You may terminate these Terms by terminating your Platform account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: Sections 9 (Taxes), 11 (Content), 12 (Feedback), 13 (Indemnification), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 21 (Governing Law; Arbitration), and 22 (Entire Agreement).

15. Disclaimer of Warranties: YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE PLATFORM AT YOUR OWN RISK. THE PLATFORM AND PEREGRINE CONTENT ARE PROVIDED "AS IS," AND PEREGRINE AND ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. PEREGRINE, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE PLATFORM.

Because some states do not permit disclaimer of implied warranties, you may have additional rights under your local laws.

You confirm that you accept all risk associated your personal financial, cryptocurrency, and other crypto asset holdings, staking, and transfers. You agree and acknowledge that the operator is not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from your use of the Services, or arising from disclosure of your personal wallet “key,” even if such loss may be attributed to an error or “bug” in the Services.

You agree that you have an understanding of the usage and intricacies of native cryptographic tokens. You acknowledge and understand that with regard to any cryptographic tokens “stored” in a wallet to which you have custody, you alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to blockchain resources and your blockchain wallet.

16. Limitation of Liability: TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PEREGRINE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE USD EQUIVALENT OF USDLR IN YOUR EXTERNAL WALLET AT THE TIME OF THE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

17. Notices: Any notices or other communications permitted or required hereunder will be in writing and given by Peregrine (a) via email (in each case to the address that you provide) or (b) by posting to the website.

18. No Waiver: The failure of Peregrine to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

19. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Peregrine’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Peregrine may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

20. Severability: If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

21. Governing Law; Arbitration: The laws of the State of California, without reference to its choice or law or conflict of law rules or principles, shall govern these Terms and any dispute of any sort that might arise between you and Peregrine with respect to these Terms. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in accordance with the Streamlined Arbitration Rules and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Rules. The arbitration shall be held in the US county of your most recent physical address or, if there is no such US county, in San Francisco County, California. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in San Francisco, California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

22. Entire Agreement: These Terms constitute the entire agreement between you and Peregrine regarding your use of the Platform, and supersede all prior written or oral agreements.

23. Contact Us: If you have any questions about the Platform, please do not hesitate to contact us at [e-mail].