Terms of Use

Nara Terms of Use

TERMS AND CONDITIONS

Last Updated: March 19, 2026

These Terms of Use (these "Terms") govern your use of the website at https://www.nara.io/ (the "Website") and related services provided by Nara Finance Management Corp. ("Nara", "we", "our" or "us"). The Website and our services provide you with access to the Nara Protocol (the "Protocol"), a decentralized, peer-to-peer set of blockchain-based smart contracts that we do not own or control. These Terms constitute a legally binding agreement between you and Nara.

By connecting your digital asset wallet or address to the Platform, registering for an Account, accessing the Platform, using the Services, and/or purchasing or holding any NaraUSD or NaraUSD+, you agree that you have read, understood, and accepted these Terms, together with any additional documents or terms referred to herein, including the Privacy Policy and the Risk Disclosure Statement. You acknowledge and agree that you will be bound by and will comply with these Terms, as updated and amended from time to time. If you do not understand and accept these Terms in their entirety, you should not register for an Account or use the Platform or any Service.

We reserve the right, at our sole and absolute discretion, to amend, supplement or replace any part of these Terms at any time. We will notify you of any changes by updating the revised Terms via the Website or the Platform, and changing the "Last Updated" date on this page. Any changes to these Terms will be effective immediately upon publication. We encourage you to frequently review these Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In these Terms, unless the context otherwise requires:

"Account" means one or more accounts in your name opened with Nara.

"Applicable Laws" means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to these Terms (including any and all Users and Nara) or any of the subject matters of these Terms.

"Blockchain" means a distributed, immutable ledger of transactions, such as the Ethereum blockchain, on which the Protocol and Nara Assets may operate.

"Blocked Addresses" means digital asset addresses that have been identified by Nara as being associated with prohibited activities, sanctioned persons, or other restricted parties.

"Credit Assessor" means any independent third-party service provider engaged by Nara to conduct credit assessments of borrowers.

"Default Event" means the occurrence of any event, condition, or circumstance which Nara, in its sole and absolute discretion, determines has occurred or is reasonably likely to occur, and which, in Nara's judgment:

(a) materially and adversely affects the operational integrity, security, or solvency of the Nara Protocol;

(b) results in, or could reasonably be expected to result in, a material impairment of the value or liquidity of the Reserves;

(d) involves a deviation in the market price of NaraUSD from its U.S. Dollar reference value that Nara deems significant, for any duration;

(e) arises from a Force Majeure Event, a material disruption in the broader financial or digital asset markets, or a change in Applicable Law that makes the continued operation of the Protocol commercially impracticable or legally unviable; or

(f) involves any security breach, exploit, or vulnerability, whether affecting the Nara Protocol directly or any third-party protocol, network, or service on which it relies.The determination of whether a Default Event has occurred shall be made by Nara in its sole and absolute discretion, and such determination shall be final and binding.

"Digital Assets" means any digital representation of value based on a cryptographic protocol of a computer network, including but not limited to cryptocurrencies, stablecoins, and digital tokens.

"Eligible Collateral" means a variety of Digital Assets (which may include, but are not limited to, fiat-backed stablecoins, tokenized real-world assets, and other cash equivalent digital assets) as determined by Nara in its sole discretion from time to time, provided that such assets are selected with the intention of supporting the stability and reference value of the Nara Protocol.

"Force Majeure Event" means any event or circumstance beyond Nara’s reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, government action, labor disputes, and failures of telecommunication or internet services.

"Indemnified Persons" means (a) Nara, (b) Nara's shareholders, members, joint venture parties, subsidiaries, affiliates, and related corporations, foundations and entities, (c) any Credit Assessors or administrative agent engaged by Nara and (d) the officers, directors, employees, representatives, agents, attorneys, suppliers, contractors, and service providers of all the persons and entities described in (a),(b) and (c).

"Insurance Fund" means the on-chain reserve fund maintained by the Nara Protocol and funded by protocol revenues to act as the first buffer against losses in the Reserves before any loss is allocated to NaraUSD+ holders.

"Loss Waterfall" means the three-tiered, sequential loss absorption mechanism described in Section 13.2, which dictates the order in which losses incurred by the Reserves are socialized.

"Minting" means the process of creating new Nara Assets by depositing Eligible Collateral into the Protocol.

"Nara Assets" means NaraUSD, NaraUSD+ and any other Digital Assets that Nara may issue from time to time.

"NaraUSD" means a transferable digital asset issued by the Nara Protocol which is designed to reference the value of the U.S. Dollar. The ability of NaraUSD to maintain this reference is dependent on the value and liquidity of the assets held in the Reserves, as more fully described in these Terms.

"NaraUSD+" means a digital token that represents a pro-rata share of the Nara Protocol's Reserves. The quantity of underlying assets in the Reserves attributable to each NaraUSD+ token may fluctuate over time based on the net performance of the Reserve's assets and liabilities.

"Nara Protocol" or "Protocol" means our protocol for the issuance, redemption, and staking of NaraUSD.

"Person" means an individual, corporation, partnership, joint venture, association, trust, or any other legal entity.

"Platform" means the platform operated by Nara that provides you with access to the Services.

"Primary User" means any user of Services provided by Nara in respect of the Account.

"Privacy Policy" means Nara’s privacy policy, available at https://docs.nara.io/resources/legal/privacy-policy (or such other URL as we may provide from time to time), as may be amended.

"Redemption" means the process of exchanging Nara Assets for Eligible Collateral from the Protocol.

"Reserves" means the portfolio of assets (which may include Eligible Collateral, cash, cash equivalents, and other permitted investments) held by Nara or its designated custodians to back the value of NaraUSD.

"Restricted Jurisdictions" means (i) any jurisdiction listed on the Financial Action Task Force (FATF) Grey list or Black list, European Union Sanctions list, United Nations Sanctions list, or the U.S. Office of Foreign Assets Control (OFAC) Sanctions list, as such lists may be amended from time to time; (ii) the United States of America; (iii) China (including Hong Kong S.A.R.), or (iv) any jurisdiction in which accessing or using the Nara Protocol is prohibited by Applicable Laws, or where the distribution, issuance, or holding of NaraUSD or NaraUSD+ may require Nara to hold a license or obtain an approval from a local regulator.

"Restricted Person" means any Person that is the subject or target of any sanctions, including a Person that is: (a) named in any sanctions-related list maintained by the U.S. Department of State, U.S. Department of Commerce, U.S. Department of the Treasury, or any similar list maintained by any other relevant governmental authority; (b) located, organized or resident in a Restricted Jurisdiction; or (c) owned or controlled by any such Person or Persons.

"Risk Disclosure Statement" means the statement of risks associated with the Services, which is incorporated by reference into these Terms.

"Secondary User" means any holder of NaraUSD or NaraUSD+ that does not have access to purchase or redeem them directly with Nara until they open and are approved for an Account.

"Services" means the services offered by Nara, including the Minting and Redemption of NaraUSD, the Staking of NaraUSD to receive NaraUSD+, and account management.

"Smart Contract" means a self-executing contract with the terms of the agreement directly written into code, which is stored and replicated on a Blockchain.

"Staking" means the process of locking up NaraUSD in a Smart Contract to receive NaraUSD+.

"Third-Party Protocols" means decentralized finance lending and borrowing protocols, including but not limited to Aave, Superstate, Sky Protocol, and any other blockchain-based protocols to which Nara may supply assets from the Reserves.

"User" or "you" means a Primary User and/or Secondary User as the context requires.

"U.S. Person" means any of the following: (i) a U.S. Citizen or U.S. Resident, which includes: (A) U.S. citizens; (B) U.S. lawful permanent residents; (C) individuals who meet the "substantial presence" test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended); (D) protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or (E) individuals who hold a passport issued by the United States Government; (ii) a corporation, partnership, or other entity established or organized in or under the laws of the United States; (iii) any estate of a decedent who was a citizen or a resident of the United States; (iv) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust; and (v) any Person organized or incorporated outside the United States and its territories or insular possessions in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly: (A) holds a 50 percent or greater equity interest by votes or value; (B) holds a majority of seats or memberships on the board of directors of the entity; or (C) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.

"Wallet" means a digital wallet or address for holding Digital Assets.

"Website" means Nara's website at https://www.nara.io/ or as may be changed from time to time.

1.2. Interpretation

In these Terms, unless the context or subject otherwise requires:

(a) any reference to time and/or date shall be construed as a reference to the time in Panama;

(b) the headings are for convenience only and shall not affect the interpretation hereof;

(d) references to the singular number shall include references to the plural number and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all genders;

(e) references to "Sections" and "Schedules" are to be construed as references to the sections and schedules of/to these Terms; and

(f) any reference to a statutory provision shall include such provision as from time to time modified or re-enacted and any regulations made in pursuance thereto as from time to time modified or re-enacted after the date of these Terms and shall also include any provision in any other statute which replaces that present statutory provision.

2. NARA ASSETS

2.1. NaraUSD

NaraUSD is a transferable digital asset issued by the Nara Protocol which is designed to reference the value of the U.S. Dollar. It functions as the primary digital asset for interacting with the Nara Protocol. The ability of NaraUSD to maintain its U.S. Dollar reference is not guaranteed and is dependent on the value, liquidity, and performance of the assets held in the Reserves. The use of "USD" in the name "NaraUSD" is for denomination purposes only and does not imply a direct peg, backing by, or claim on U.S. Dollars.

2.2. NaraUSD+

NaraUSD+ is a digital token that represents a pro-rata share of the Nara Protocol's Reserves. The quantity of underlying assets in the Reserves attributable to each NaraUSD+ token may fluctuate over time based on the net performance of the Reserve's assets and liabilities. For the purposes of these Terms, "net performance" means the gross yield or returns generated by the Reserves, minus any applicable fees, costs, and expenses (including, but not limited to, administrative expenses, enforcement costs, fees owed to Credit Assessors and other service providers, and allocations to the Insurance Fund). As a holder of NaraUSD+, you receive this net performance in exchange for your position being subordinated to NaraUSD holders, meaning it acts as first loss capital in the event of a Reserve loss, as detailed in the Loss Waterfall in Section 13.

3. SERVICES

3.1. Available Services

To the extent you have an Account in good standing, you may, on the Platform:

(a) mint NaraUSD by depositing Eligible Collateral;

(b) redeem your NaraUSD for Eligible Collateral;

(d) unstake your NaraUSD+ to receive NaraUSD;

(e) view information about the Reserves and the performance of NaraUSD+; and/or

(f) generate yield by staking NaraUSD; and/or

(g) enrol and participate in any other services we offer to you.

3.2. Conditions on Use of Services

You acknowledge that your ability to use the Services is conditional on (i) you maintaining an Account in good standing, (ii) no violation of these Terms, and (iii) no restrictions imposed by any Applicable Laws. Nara reserves the right to suspend all or part of the Services or your right to use the Services at any time and for any reason.

3.3. Ownership and Title to Digital Assets

You agree, represent, and warrant with respect to any Digital Asset you sell, transfer or deliver to Nara that, (i) you are the lawful owner of such Digital Asset with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such Digital Asset, and all transactions with such Digital Assets are proprietary. Such Digital Asset is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights, (ii) you are the lawful owner of each Wallet address you provide to us and have good title thereto and (iii) each of your Wallets is owned and operated solely for your benefit, and no Person, other than you, has any right, title or interest in any Wallet.

3.4. Blockchain Technology Risks

By using any of the Services, you acknowledge and agree that the availability and functionality of these Services may be subject to limitations, delays, and other issues inherent in the use of Blockchain technology and Digital Assets. Under no circumstances shall any of the Indemnified Persons be responsible for any losses or damages arising from such issues, and your use of the Services is at your own risk.

3.5. Our Role and Relationship with You

You acknowledge and agree that Nara is a technology service provider that has contributed to the development of the Protocol and provides access to it via the Website and related interfaces. Your use of the Services and receiving NaraUSD or NaraUSD+ do not represent a claim, participation interest, economic right, voting right, or other similar right associated with Nara or any of its affiliates.

Nara, Credit Assessors, administrative agent and other service providers are not, and shall not be construed as, a bank, broker-dealer, custodian, investment adviser, financial institution, money services business, lender, borrower, or fiduciary. We do not provide investment, financial, legal, tax, or other professional advice, and you should seek independent professional advice before using the Services. Credit reports, performance monitoring or any other data or information produced by Credit Assessors should not be considered investment advice, legal advice or tax advise.

3.6. Legal Title to Reserves

While Nara holds full legal title to the assets in the Reserves for the purpose of backing NaraUSD, this does not create a custodial relationship with users and Nara is not acting as custodian on behalf of users. Users do not have a direct legal claim to specific assets in the Reserves. Instead, users have the right to redeem NaraUSD for their notional value in supported Digital Assets, subject to these Terms. For the avoidance of doubt in case of bankruptcy all assets in the Reserves shall be considered as Nara’s assets rather than users’ assets.

3.7. No Fiduciary Duties

These Terms are not intended to, and do not, create or impose any fiduciary duties, obligations, or responsibilities on us or any Indemnified Person. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, they are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties, obligations, and rights owed or granted in connection with these Terms and the Services are those expressly set forth herein, and you shall hold the Indemnified Persons harmless from any claims, losses, or liabilities arising from any purported fiduciary relationship.

3.8. Your Control of Assets and Smart Contract Administration

We do not provide custody services in the traditional sense, as we do not take possession of your private keys. You retain sole control over the assets in your digital Wallet. However, you acknowledge and agree that the NaraUSD Smart Contract contains administrative functions that allow Nara, in certain limited circumstances as set forth in Section 8, to freeze the transferability of NaraUSD balances. Except for the freeze function described herein, we cannot initiate other transactions, reverse transactions, or recover lost or stolen assets on your behalf.

3.9. Secondary Users

If you acquire NaraUSD or NaraUSD+ on secondary markets or from third parties without registering for an Account and completing our required identity verification (KYC) procedures (a "Secondary User"), your access to the Services is strictly limited. Secondary Users cannot directly mint or redeem NaraUSD with Nara, nor can they access certain yield-generating features or staking mechanisms that require a verified Account. While Secondary Users may hold or transfer NaraUSD or NaraUSD+ on supported Blockchains, Nara makes no representations, warranties, or guarantees regarding the ability of Secondary Users to utilize the Platform. To fully access the Services, including direct redemption, a Secondary User must register for an Account, successfully complete all compliance and onboarding checks, and become a Primary User. Nara assumes no liability to Secondary Users for any losses, including those resulting from an inability to redeem assets directly or participate in the Nara Ecosystem.

4. FEES AND CHARGES

4.1. Fee Types

We reserve the right to charge you fees in connection with the use of your Account and/or Services. These may include, but are not limited to:

(a) Minting Fees: A fee charged when you purchase NaraUSD.

(b) Redemption Fees: A fee charged when you redeem NaraUSD.

(d) Insurance Fund Fee: A portion of the yield generated by the Reserves that is allocated to an insurance fund to protect against negative performance.

4.2. Fee Adjustments

You also acknowledge and agree that we shall have sole and absolute discretion to impose new fees or adjust any existing fees at any time. If you do not agree to any changes in fees, you may terminate your Account and cease using the Services.

4.3. Third-Party Fees

We pass-through transactional and other fees from third parties, Credit Assessors and service providers to Users. This can include, but is not limited to transfer fees related to Blockchain transactions. You are solely responsible for paying any transactional fees. In addition, fees may be imposed for transacting on the Blockchain or by a third-party service provider that operates your funding source. Any fees imposed by your third-party service provider may not be reflected on the Platform as these fees are not imposed by us. You are solely responsible for paying any fees imposed by the third-party service provider on you.

5. ACCOUNT REGISTRATION

5.1. Eligibility

To be eligible to use any of the Services, the following conditions must be satisfied at all times:

if you are an entity, you are duly incorporated, duly organised and validly existing under the laws of your jurisdiction and have full power to conduct your business, and if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity;
if you are an individual, you are at least 18 years old or of legal age to form a binding contract under all Applicable Laws, and have full mental capacity to enter into these Terms and any other agreement entered into pursuant to, or in connection with, these Terms, and to make decisions regarding your investments or transactions;

(d) you are not an individual or entity sanctioned by any authority;

(e) you are not incorporated or residing in a Restricted Jurisdiction;

(f) you are not prohibited from using the Services by any Applicable Laws and is at all times compliant with Applicable Laws, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing;

(g) all of your representations and warranties set out in these Terms and any and all agreements entered into pursuant to, or in connection with, these Terms, being true, accurate, correct, complete, complied with, and not misleading, in all respects and at all times;

(h) you have performed and discharged, or will perform and discharge at all times, all of your covenants, agreements, obligations, or undertakings under these Terms and any and all agreements entered into pursuant to, or in connection with, these Terms.

5.2. Restricted Locations, Access and Services

(a) You may not use the Services if you are located in, or a citizen or resident of any Restricted Jurisdictions or any state, country, territory or other jurisdiction where your use of the products and services would be illegal or otherwise violate any Applicable Laws.

(b) You may not use the products and services if you are located in, or a citizen or resident of, any state, country, territory or other jurisdiction where we have determined, at our discretion, to prohibit use of the Services.

(d) We may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to these Terms, including automatically blocking a User from accessing such Services.

(e) You accept and agree that you shall not attempt to access or otherwise engage in any Services that have been restricted in accordance with these Terms. A breach of this restriction constitutes a breach of these Terms and we may at our sole discretion terminate your Account in accordance with these Terms.

(f) You acknowledge and agree that neither NaraUSD nor NaraUSD+ and related services have been marketed, promoted, or actively offered to you within the Restricted Jurisdictions, the United States and European Union. Any decision to acquire or use NaraUSD, NaraUSD+ and/or the Services have been made solely at your own initiative. You confirm that you requested access to information and services related to NaraUSD, NaraUSD+ and/or the Services without having been solicited by Nara, its affiliates, or any distributors.

5.3. Account Information

(a) When registering your Account, you must provide current, complete, true and accurate information as required. You agree to provide us with any additional information, documents and/or materials we may request at any time that would facilitate our performance of customer due diligence, or compliance with Applicable Laws and/or detection of money laundering, terrorist financing, fraud, or any other offences. In providing us with such information, you confirm (i) its accuracy, authenticity, and completeness, and (ii) you have not withheld any information, document or material that may influence our evaluation of you for the purposes of registering or maintaining your Account or providing Services to you.

(b) You hereby agree to permit us to keep a record of all such information for so long as we are required or permitted to do so under Applicable Laws, including after the termination of your Account. We will collect, use, disclose, process and/or store such information in accordance with our Privacy Policy.

(c) By signing up for an Account, you hereby authorise us to make inquiries, whether directly or through third parties, to verify your identity or perform screening, or to protect you and/or us against fraud or other financial crimes, and to take any action that we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that the information, documents and materials provided by you may be disclosed to credit bureaus, fraud prevention or financial crime agencies, operators of commercial databases or such other third-party background screening or identity verification operators, law enforcement agencies or other competent authorities.

(d) Post-Account opening, you must ensure that such information provided to us continues to be truthful, accurate, complete, and up to date. You agree and undertake to keep us promptly updated in writing if any of the information you provided to us changes, or if there is any change in circumstance that may cause any such information provided to become outdated, false, inaccurate, or incomplete. Such updates in writing shall be provided no later than 5 calendar days after such changes have occurred.

(e) Any failure on your part to comply with any of the above requirements will constitute a breach of these Terms and we shall have the right to demand rectification of your information, or terminate, suspend or restrict your access to your Accounts, terminate the provision of all or part of the Services to you, as well as take any other action as we deem fit, whether for a specified period of time or indefinitely.

6. ACCOUNT SECURITY

6.1. Security Obligations

You must maintain the security and confidentiality of your account information, including Account number, registered name, password, email or phone number and any other sensitive information related to your Accounts (the "Account Credentials").

6.2. Responsibility for Account Activity

You are solely responsible for all activities that occur under your Account, whether or not you have authorized such activities. You will not allow any third party to access or use your Account.

6.3. Notification of Unauthorized Use

You must notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

6.4. Additional Security Measures

We may, in our sole discretion, require you to use two-factor authentication or other security measures to access your Account.

7. ACCOUNT SUSPENSION AND TERMINATION

7.1. Right to Suspend or Terminate

You agree that Nara shall have the right in its sole and absolute discretion, without prior notice and liability to you or any other third party, to refuse to allow the Minting, issuance or Redemption of any Digital Asset, immediately suspend, terminate or restrict your access to your Accounts, and/or suspend, terminate or restrict your access to any of the Services, whether for a specified period of time or indefinitely, for any reason or for no reason whatsoever, including where:

(a) we are, in our sole opinion, required to do so by any Applicable Laws;

(b) we reasonably believe that we need to do so in order to protect our reputation or goodwill;

(c) you have not complied with, or we reasonably suspect you of acting in breach of, any terms, conditions or provisions in these Terms;

(d) we detect any unusual activity in or unauthorized access to your Accounts;

(e) we have determined or suspect that any transaction is erroneous, unauthorised, fraudulent or unlawful or we suspect your Accounts and/or the Services are being used in a fraudulent, unlawful or unauthorised manner;

(f) we have concerns about the security of your Accounts;

(g) we have determined or suspect that there is any occurrence of money laundering, terrorist financing, fraud, or any other financial crime, or if your activities are in breach of any sanctions related laws, regulations, orders, rules or code of conduct;

(h) we have determined or suspect that there is any occurrence or involvement of unlicensed gambling, scams, high risk business, purchase of drugs, conduct of multi-level marketing, ransomware, transactions in darknet market, transactions in high-risk exchanges, and/or transactions with sanctioned countries, individuals or entities or politically exposed persons;

(i) use of your Account is subject to any pending litigation, investigation, and/or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account;

(j) we have determined or suspect that you have directly or indirectly registered any Account in another person's name;

(k) any information that you have provided to us is untruthful, inaccurate, outdated or incomplete;

(l) these Terms have been amended, and you are unwilling to accept any of the terms, conditions or provisions of the amended Terms;

(m) you have requested that we terminate or suspend the provision of any Services to you; and/or

(n) any other circumstance (including due to external market movements and conditions) has arisen where we consider it necessary to terminate or suspend any of its Services.

7.2. Damages

You agree that you will continue to be responsible for all debts obligations related to your Account even after it is closed. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct, indirect, special or consequential losses (including loss of profits, business, or opportunities), damages or costs by reason of, or arising from, or as a consequence of the cancellation, suspension or termination of your Account and/or your access or use of our Services and Platform.

7.3. Access to Services

Upon termination of an Account, whether by you or by us, you will lose access to all Services and features provided by the Platform. Under no circumstances shall any of the Indemnified Persons be liable for any losses, damages, or consequences resulting from the termination of any Account.

7.4. Effect of Termination on Digital Assets

In the event your Account is suspended or terminated by Nara pursuant to Section 7.1, particularly due to a breach of these Terms or suspected illegal activity, Nara reserves the right, in its sole and absolute discretion, to determine the disposition of any NaraUSD or NaraUSD+ associated with your Account. Such actions may include, but are not limited to: (a) freezing the transferability of the assets indefinitely; (b) automatically redeeming the assets for Eligible Collateral (less any applicable fees, costs, or damages owed to Nara); or (c) requiring you to withdraw the assets to an external Wallet within a specified timeframe, provided such withdrawal is permitted by Applicable Laws. You acknowledge that in cases of severe breach, fraud, or legal compulsion, you may forfeit any rights associated with your NaraUSD or NaraUSD+.

8. ASSET FREEZING AND BLOCKED ADDRESSES

8.1. Right to Freeze

You acknowledge and agree that we explicitly reserve the right, in our sole and absolute discretion, to freeze the transferability of any NaraUSD and NaraUSD+ held in any blockchain address. This action may be taken without prior notice to you and is a critical tool to protect the integrity of the Protocol, its users, and to comply with legal obligations.

8.2. Grounds for Freezing

We will only exercise this right under specific, limited circumstances. These circumstances include, but are not limited to:

(a) Security Incidents and Hacks: If we receive a verifiable report or have reason to believe that an address is associated with a security breach, hack, or exploit of the Protocol or any other protocol.

(b) Sanctions Compliance: If an address is owned, controlled by, or associated with any person or entity that is the subject of sanctions administered or enforced by any country or government (including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or the Hong Kong Monetary Authority), or is located, organized, or resident in any country or territory that is the subject of comprehensive country-wide or territory-wide sanctions.

(c) Suspected Illegal Activity: If we have a good faith belief that an address is being used for, or contains the proceeds of, illegal activities, including but not limited to money laundering, terrorist financing, fraud, theft, ransomware attacks, or any other criminal conduct.

(d) Legal and Regulatory Orders: In response to a valid court order, subpoena, warrant, or other legal or regulatory directive from a court or government agency with competent jurisdiction (i.e., enforcement by courts).

8.3. Effect of Freeze

A freeze will prevent the affected NaraUSD and NaraUSD+ from being transferred, redeemed, or otherwise used. We will make reasonable efforts to notify the apparent owner of the address, where possible, but are under no obligation to do so. The freeze may be temporary or permanent, as determined by us in our sole discretion based on the underlying circumstances.

8.4. Blocked Addresses

Nara reserves the right to “block” certain addresses that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In certain circumstances, Nara may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your NaraUSD or NaraUSD+, including the ability to redeem them for any permitted assets. Nara may also be required to surrender associated assets held in the Reserves in the event it receives a legal order from a valid government authority requiring it to do so.

8.5. No Liability

You agree that we shall not be liable to you or any third party for any losses, damages, or claims of any kind, whether direct or indirect, arising out of or in connection with our decision to freeze any assets or the Blocked Addresses in accordance with these Terms. You hereby waive any and all claims against us and the Indemnified Persons related to any such freeze or Blocked Addresses.

9. TRANSACTION LIMITS AND CONTROLS

9.1. Transaction Limits

Nara reserves the right to establish transaction limits on the size or number of transactions you can initiate.

9.2. Suspicious Transactions

We may delay any transaction if we believe it is suspicious or violates these Terms or applicable laws. The transaction may be delayed for a certain time as determined by us in our sole discretion based on the underlying circumstances.

9.3. No Liability

You agree that we shall not be liable to you or any third party for any losses, damages, or claims of any kind, whether direct or indirect, arising out of or in connection with our decision to delay or limit on any of your transaction in accordance with these Terms. You hereby waive any and all claims against us and the Indemnified Persons related to any such delayed or limited transaction.

10. ISSUANCE AND REDEMPTION

10.1. Purchase (Issuance)

You may purchase NaraUSD on the Platform at the prevailing price, which will be based on the target fiat currency value plus any applicable fees. The specific fiat currencies or Digital Assets accepted for purchase, as well as any applicable exchange rates or valuation methodologies for conversions, will be displayed to you on the Platform at the time of the transaction.

10.2. Redemption

You may request to redeem your NaraUSD through the Platform. The redemption value will be based on the target fiat currency value less any applicable fees. The specific fiat currencies or Digital Assets available for redemption, and any applicable conversion rates, will be determined by Nara and displayed on the Platform at the time of your redemption request.

11. STAKING AND UNSTAKING

11.1. Staking

You may stake your NaraUSD to receive NaraUSD+. The exchange rate will be determined by the current value of the staking pool.

11.2. Unstaking

You may unstake your NaraUSD+ to receive NaraUSD. This process may be subject to a waiting period as stated on the Website from time to time.

12. RISK DISCLOSURES

Your use of the Services is entirely at your own risk. This section outlines the significant risks associated with purchasing, holding, and using NaraUSD and NaraUSD+. This does not purport to disclose all possible risks. You are solely responsible for making your own independent appraisal and investigation into the risks of any transaction. If you do not understand the risks involved, you should not use the Services.

12.1. General Disclaimer

This Risk Disclosure Statement outlines various risks associated with NaraUSD, NaraUSD+, and the Services. However, it does not cover all potential risks or considerations. You are responsible for understanding the risks before engaging with our Services. Indemnified Persons will not be liable for any direct, indirect, special, or consequential damages, including loss of profits, business, or opportunities, arising from your reliance on this Risk Disclosure Statement or use of our Services.

12.2. No Advice

Information provided by Nara is for informational purposes only and does not constitute investment, financial, legal, tax, or other professional advice. You are solely responsible for making decisions based on your own judgment and independent advice. Any reliance on information provided by Nara is at your own risk.

12.3. Protocol and Smart Contract Risks

(a) Smart Contract Vulnerabilities: The Nara Protocol is composed of Smart Contracts on various Blockchains. While these Smart Contracts have been audited, there is a risk of undiscovered vulnerabilities, bugs, or exploits that could lead to the loss of your funds.

(b) On-chain transactions irreversible: when digital assets are sent to a third-party wallet address, such transaction is completed on supported blockchains. This means that such a transaction is irreversible and Nara 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 your digital assets to an incorrect or unintended wallet address.

(c) Protocol Changes: We may need to upgrade or modify the Protocol, which could introduce new risks or unforeseen consequences.

(d) Blockchain Congestion and Failures: Network congestion, high transaction fees (gas costs), or Blockchain-level failures could prevent you from accessing your funds or using the Services.

(e) Copy, wrapper: parties unaffiliated with Nara may create an alternative, equivalent version of NaraUSD or NaraUSD+ (a “Copy”) that operate independently or may create a new asset incorporating or collateralized with NaraUSD or NaraUSD+ (a “Wrapper”). In both case Nara shall not be obligated to support this Copy or Wrapper and assume no liability for any value that might be lost as a result. No such Copy or Wrapper should be considered approved, sold, distributed, or promoted by Nara unless explicitly stated.

(f) Fork: As a result of the decentralized and open source nature of the blockchains on which NaraUSD and NaraUSD+ is supported, it is possible that a party unaffiliated with Nara could create an alternative version of the blockchain (a “Fork”). Note that in the event of a Fork of one of the NaraUSD or NaraUSD+ supported blockchains, Nara may be forced to suspend all activities (including tokenizing assets, redeeming for supported assets, or sending and receiving assets) for an extended period of time until Nara has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a Fork, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving NaraUSD and NaraUSD+. In the event of a Fork of one of the supported blockchains, Nara shall, in its sole discretion, determine which Fork it will support, if any.

(g) Migration: Nara reserves the right to migrate NaraUSD or NaraUSD+ to another blockchain or protocol in the future at its reasonable discretion. Upon Nara’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your NaraUSD or NaraUSD+ to another blockchain or protocol identified by Nara. Nara will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration to another blockchain or protocol identified by Nara.

12.4. Depeg Risk

NaraUSD may experience depegging where its value deviates from its pegged value. This risk may stem from various factors such as market fluctuations, liquidity issues, loan defaults, regulatory constraints, erosion of market trust, financial events, operational difficulties, and technical problems like hacks, security breaches or network congestion. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any losses by reason of, or arising from, or as a consequence of, any risks associated with the depegging of NaraUSD.

(a) Borrower Default Risk: Borrowers engaged in financing strategies may default on their loans. These borrowers may be undercollateralized or uncollateralized, and their ability to repay may depend on the success of their business operations. A borrower default could result in a total loss of the principal lent to them, leading to a reduction in the value of the Reserves.

(b) Operational Risk of Borrowers: Borrowers may face operational failures, fraud, or business risks that are outside of Nara's control. The success of their financing strategies is not guaranteed.

(c) Third-Party Credit Assessment Risk: You acknowledge that the Nara Protocol relies exclusively on credit assessments of borrowers conducted by independent third-party service providers, such as independent third-party service providers (each, a "Credit Assessor"). Nara does not conduct its own credit assessments, nor does it verify the assessments performed by the Credit Assessor. The Credit Assessor's models may be flawed, their data may be incomplete, or borrowers may provide false or misleading information. Nara and any Credit Assessor make no representation or warranty as to the accuracy or effectiveness of the process and expressly disclaims all liability for any losses arising from a borrower default, regardless of the quality of the credit assessment.

(d) Concentration Risk: The Reserves may be concentrated in loans to a small number of borrowers. The default of a single large borrower could have a material impact on the value of the Reserves.

(e) Lack of Collateral: Unlike typical DeFi lending protocols, loans to borrowers may not be fully collateralized by on-chain assets. In the event of a default, Nara may have limited or no recourse to recover the lent funds.

(f) Fraud and Authenticity Risk: Collateral or receivables provided by borrowers may be fraudulent, invalid, misrepresented, or otherwise unenforceable. Nara's ability to verify the authenticity, value, and enforceability of off-chain collateral is limited. In the event that collateral proves to be fraudulent or invalid, the Reserves may suffer losses, which would directly impact the value of NaraUSD and NaraUSD+. Under no circumstances shall any of the Indemnified Persons be responsible for losses arising from fraudulent or invalid collateral provided by borrowers.

(g) Priority of Claims and Distribution: In the event of a Default Event, any proceeds from the liquidation of the Reserves will be applied first to enforcement costs, administrative expenses, and fees owed to Credit Assessors and other service providers. Only after such costs and expenses are paid will remaining funds (if any) be distributed to holders of NaraUSD and NaraUSD+ on a pro-rata basis. You acknowledge that you may not recover all or any portion of your funds, and you may receive nothing if liquidation proceeds are insufficient to cover all costs and expenses.

12.6. Legal and Regulatory Risks

(a) Uncertain Regulatory Landscape: The regulatory landscape for Digital Assets, including stablecoins, is evolving and uncertain. New laws and regulations may be enacted that could impact Blockchain technology, Digital Assets, and related services. There is no assurance that such changes will not negatively affect our Services.

(b) Classification as Regulated Financial Instruments: NaraUSD or NaraUSD+ may be classified as regulated financial instruments in certain jurisdictions, potentially requiring licensing or registration. Regulatory actions could force Nara to restrict, suspend, or cease the Minting, issuance, or Redemption of its assets.

(c) Not Legal Tender: Nara Assets are not legal tender and are not backed by any government or central bank. They do not benefit from government-sponsored insurance or protections.

12.7. Cybersecurity and Operational Risks

(a) Cybersecurity Risks: Using online platforms involves risks like hardware/software failures, internet issues, malware, and cyberattacks. Unauthorized access to your assets or information is possible.

(b) Platform Operational Risks: Technical issues may restrict your access to the Platform. Hardware or software failures, connectivity problems, or transmission errors may prevent you from submitting instructions or transactions.

(c) Third-Party Risk: Nara has no control over, and assumes no responsibility for, third-party services. Disputes with third parties must be resolved directly with them. Third parties may elect to support NaraUSD or NaraUSD+ on their platforms without any authorization or approval by Nara. The availability of NaraUSD or NaraUSD+ on any third-party platform does not imply that such services are valid, legal, stable, or otherwise appropriate. Nara does not control or endorse any products, services, or platforms offered by third parties using the Nara Services or supporting NaraUSD or NaraUSD+. Nara is not liable for any losses, issues, or consequences that may arise from third-party transactions or the use of NaraUSD or NaraUSD+ on third-party platforms.

12.8. User Acknowledgment of Risks

By proceeding to utilize our Services, you hereby acknowledge and confirm that you and/or your representatives (i) have carefully read the above Risk Disclosure Statement; (ii) have fully analysed, understood and appreciated the risks associated with transacting in or otherwise engaging in our Services; (iii) have sought and obtained all professional advice (including tax, legal, financial, investment, accounting and other professional advice) as may be relevant and/or necessary; and (iv) are authorised and permitted, under all Applicable Laws, to enter into such transactions.

12.9. Yield Generation and Lending Risks

You acknowledge that a primary method for generating returns on the Reserves involves lending assets. These activities carry significant risks that directly impact the value of the Reserves and, consequently, the value of your NaraUSD+ position. These lending activities fall into two main categories:

(a) Private Credit Lending: As described in Section 12.5, Nara may lend assets to borrowers based on credit assessments performed by third-party Credit Assessors. These loans are subject to borrower default risk.

(b) On-Chain Protocol Lending: Nara may also supply assets to various decentralized finance ("DeFi") lending and borrowing protocols, such as Aave, Superstate, Sky Protocol, or others (collectively, "Third-Party Protocols"). This activity, while often automated, exposes the Reserves to a unique and complex set of risks that are distinct from traditional credit risk. These risks include, but are not limited to:

(i) Smart Contract Risk: The Third-Party Protocols are governed by complex, autonomous smart contracts. A bug, vulnerability, or exploit in a Third-Party Protocol's code could result in a partial or total loss of any assets Nara has supplied.

(ii) Liquidation Engine Risk: DeFi lending is typically over-collateralized and relies on automated liquidation engines to manage risk. These engines may fail or perform sub-optimally during periods of high network congestion, extreme market volatility, or due to oracle failures, potentially leading to bad debt within the Third-Party Protocol that could be socialized across all lenders, including Nara.

(iii) Third-Party Governance Risk: Many Third-Party Protocols are governed by token holders who can vote to change the protocol's rules, such as collateral factors, interest rate models, or even freeze assets. A governance decision on a Third-Party Protocol could negatively impact Nara's position without Nara's consent.

(iv) Systemic and Contagion Risk: The DeFi ecosystem is highly interconnected. A failure at one major protocol, the de-pegging of a major stablecoin used as collateral, or a large-scale liquidation event on a Third-Party Protocol could cause a cascade of failures across the industry, impacting the value and liquidity of assets held by Nara in otherwise sound protocols.

(v) Oracle Risk: Third-Party Protocols rely on data feeds ("Oracles") to determine the value of collateral. If an Oracle is manipulated or provides inaccurate data, it could lead to improper liquidations and a loss of Nara's funds.

You acknowledge and agree that Nara is not responsible for the security, operation, or governance of any Third-Party Protocol. By using the Services, you accept that your funds are exposed to all of the risks described above, and you agree to indemnify Nara for any losses incurred as a result of its interaction with Third-Party Protocols.

13: RESERVE MANAGEMENT AND LOSS WATERFALL

13.1. The Insurance Fund

The Nara Protocol maintains a separate, on-chain fund of assets known as the "Insurance Fund." The Insurance Fund is capitalized by a portion of the protocol's revenues, which may include performance fees, minting and redemption fees, and arbitrage profits. The sole purpose of the Insurance Fund is to serve as the first line of defense to absorb any losses incurred by the Reserves. Nara makes no representation as to the sufficiency of the Insurance Fund, and it may be depleted entirely by a significant loss event.

13.2. The Loss Waterfall

In the event of a liquidation of the Reserves or a Default Event, any proceeds will first be applied to cover enforcement costs, administrative expenses, and fees owed to any Credit Assessor, administrative agent, or other service providers. Following the payment of these expenses, the Nara Protocol employs a sequential, three-tiered loss absorption mechanism (the "Loss Waterfall") to protect the reference value of NaraUSD. In the event the net Reserves incur a loss from any source (including, but not limited to, negative asset performance, borrower defaults, smart contract exploits, or operational incidents), the loss will be covered in the following strict order:

(a) First, by the Insurance Fund: The full value of the Insurance Fund will be used to absorb the loss.

(b) Second, by Staked NaraUSD (NaraUSD+ Holders): If the loss exceeds the value of the Insurance Fund, the remaining loss will be socialized on a pro-rata basis across all holders of NaraUSD+. This will result in a reduction in the value of your NaraUSD+ position. This tier will absorb losses until it is fully depleted.

(c) Third, by NaraUSD Holders: Only in a catastrophic scenario where both the Insurance Fund and the entire value of all NaraUSD+ positions are depleted would holders of NaraUSD be impacted.

13.3. Acknowledgment of First Loss Risk

By choosing to stake NaraUSD to receive NaraUSD+, you explicitly acknowledge, agree, and consent to the following:

(a) You are voluntarily taking on a subordinated, first loss position in exchange for the potential to receive the net performance of the Reserves (calculated as the gross yield generated by the Reserves minus applicable fees, costs, and expenses, including but not limited to administrative expenses, enforcement costs, and fees owed to service providers).

(b) You understand that your staked assets are at risk and will be used to cover protocol losses before any losses are allocated to holders of NaraUSD.

(d) You represent that you are a sophisticated user with the financial knowledge and resources to understand and bear the risks associated with this first loss capital position.

13.4. Reserve Transparency

While Nara retains sole discretion over the composition and management of the Reserves, Nara will endeavor to provide periodic transparency reports or real-time dashboards on the Website detailing the general composition of the Reserves, the total supply of NaraUSD, and the current value of the assets backing the protocol. Such information is provided for informational purposes only and does not constitute a guarantee of specific asset allocation or minimum buffer ratios unless explicitly stated otherwise by Nara.

14. REPRESENTATIONS, WARRANTIES, AND COVENANTS

By creating an Account and/or using the Services, you represent, warrant, and covenant that:

(a) You have full legal capacity and authority to enter into these Terms;

(b) All information you provide is accurate, complete, and current;

(d) You are not a Restricted Person and are not located in a Restricted Jurisdiction;

(e) You will not use the Services for any illegal purpose;

(f) You understand the risks associated with Digital Assets and Blockchain technology and the risks specifically detailed in section 12 of these Terms;

(g) You have sufficient knowledge and experience to evaluate the risks of using the Services.

15. RESTRICTED ACTIVITIES AND PROHIBITED TRANSACTIONS

15.1. Prohibited Activities

In connection with the Minting, issuance, holding and Redemption of Nara Assets, you agree that you will not:

(a) violate (or assist any other party in violating) any Applicable Laws;

(b) intentionally try to defraud (or assist in the defrauding of) Nara or other Users;

(d) take any action that interferes with, intercepts, or expropriates any system, data, or information;

(e) partake in any transaction involving the proceeds of illegal activity, money laundering, terrorist financing, prohibited gambling, fraud, blackmail, extortion, ransomware, unlicensed moneylending activity, sale of any weaponry, drugs or darknet material; or

(f) transmit or upload any virus, worm, or other malicious software or program;

(g) attempt to gain unauthorized access to other Accounts, the Website, or any related networks or systems;

(h) use the Services on behalf of any third party or otherwise act as an intermediary between us and any third parties;

(i) defame, harass, or violate the privacy or intellectual property rights of Nara or any other Users;

(j) upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials.

(k) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Platform;

(l) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send on the Platform;

(m) use, or attempt to use, any service, protocol, or technology designed to obscure the source, destination, or path of funds, including but not limited to blockchain mixers, tumblers, privacy coins (such as Monero or Zcash), or privacy-enhancing wallets and protocols;

(n) use any virtual private network (VPN), proxy service, Tor, or other means to obscure your true IP address or location, or to otherwise bypass any geographic restrictions or access controls implemented by Nara; or

(o) engage in any other activity that, in Nara's sole and absolute discretion, poses an unacceptable risk to the integrity, security, or legal compliance of the Platform or its Users.

15.2. Prohibited Transactions

Using Nara Assets for transactions related to the following is strictly prohibited, and we reserve the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

(a) any U.S. Persons;

(b) weapons, controlled substances, gambling activities, adult content and pornography, or money-laundering/terrorist financing;

(d) goods or services that infringe on copyright, trademark, or proprietary rights;

(e) credit repair services or other services that may present consumer protection risks;

(f) court-ordered payments, structured settlements, tax payments, or tax settlements;

(g) unlicensed money transmitter activity, layaway systems, or annuities;

(h) counterfeit goods or fraudulent activities, such as wash trading or market manipulation; or

(i) purchasing goods from "Darknet" markets or any other service or website that acts as a marketplace for illegal goods.

15.3. Consequences of Prohibited Activities

In the event we learn or reasonably suspect that you are engaging in any prohibited transactions, we may suspend or terminate your Account, potentially leading to the forfeiture of any Digital Assets otherwise eligible for Redemption. We may also be required by Applicable Laws to inform authorities about such transactions and follow court orders regarding information and assets held in the Account.

15.4. U.S. Persons Prohibition

The Nara Assets are not offered or sold, and will not be offered or sold, in the United States or to U.S. Persons. In addition, the Nara Assets have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any other jurisdiction, and may not be offered, sold or otherwise transferred in the United States or to U.S. Persons unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available.

You agree not to use the Services to engage in any illegal activities, money laundering, fraud, or any activity that violates these Terms.

16. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, THE SERVICES AND ANY MATERIALS, PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NARA AND/OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES (THE "MATERIALS"), WHETHER BY A THIRD PARTY OPERATOR OR OTHERWISE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NARA EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR IN WRITING, INCLUDING WARRANTIES OF MERCHANTABILITY, ADEQUACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, NARA DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE SERVICES AND/OR THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND/OR ACCESS OF THE PLATFORM OR THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND DISCRETION.

16.1. Specific Disclaimers for User-Initiated Errors and Blockchain Risks

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NARA IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERRORS, INCLUDING FORGOTTEN PASSWORDS, LOST PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (B) SERVER OR NETWORK FAILURES, DATA LOSS, OR CORRUPTED FILES; (C) UNAUTHORIZED ACCESS TO YOUR WALLET OR ACCOUNT; OR (D) ACTIONS OF THIRD PARTIES, INCLUDING VIRUSES, PHISHING, BRUTE-FORCE ATTACKS, OR OTHER MALICIOUS ACTIVITY AFFECTING BLOCKCHAIN NETWORKS OR THE PLATFORM.

17. LIMITATION OF LIABILITY

17.1. Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE INDEMNIFIED PERSONS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NARA, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF NARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2. Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE INDEMNIFIED PERSONS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NARA, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE TOTAL FEES PAID BY YOU TO NARA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. YOU ACKNOWLEDGE AND ACCEPT THAT DAMAGES ARE AN ADEQUATE REMEDY AND THAT YOU SHALL NOT BE ENTITLED TO ANY OTHER CLAIMS OR REMEDIES AT LAW OR IN EQUITY, INCLUDING ANY CLAIM IN REM, INJUNCTION, AND/OR SPECIFIC PERFORMANCE.

17.3. Basis of the Bargain

You acknowledge that the limitations of liability in this Section 17 are a fundamental basis of the bargain and that Nara would not provide the Services without such limitations.

18. INDEMNIFICATION

18.1 Obligation to Indemnify

To the fullest extent permitted by Applicable Laws, you agree to fully indemnify, defend, and hold completely harmless the Indemnified Persons from and against any and all claims, actions, proceedings, investigations, demands, suits, costs, charges, expenses, damages (including reasonable attorneys' fees and disbursements, expert witness fees, court costs, and fines or penalties imposed by any regulatory authority or governmental body), losses, and liabilities of any kind whatsoever, whether direct or indirect, which any of the Indemnified Persons may incur, suffer, or which may be made or brought against them, as a result of, in relation to, in connection with, or arising out of:

(a) your access to, use of, or conduct in connection with, the Services, the Platform, the Website, or your Account;

(b) your breach or alleged breach of any representation, warranty, covenant, agreement, or undertaking made by you under these Terms, or Nara's enforcement of these Terms or exercise of any rights or remedies under these Terms;

(c) your violation or alleged violation of any Applicable Laws, regulations, or the rights of any third party, including but not limited to intellectual property rights, privacy rights, or publicity rights;

(d) your violation of the rights of any other Person or entity, including but not limited to any other User;

(e) any act, omission, negligence, breach, offence, default, or misconduct committed or attributable to you or any person acting on your behalf;

(f) your gross negligence, fraud, willful misconduct, or criminal conduct;

(g) any sum or obligation expressed to be payable or required to be performed under these Terms not being paid or performed by you by the time, on the date, and otherwise in the manner specified in these Terms;

(h) any inaccurate, incomplete, or misleading information, documentation, or materials provided by you to Nara or any Indemnified Person;

(i) any unauthorized use of your Account or Account Credentials, whether or not such unauthorized use was authorized by you; and/or

(j) any circumstances beyond Nara's reasonable control, including but not limited to any Force Majeure Event, third-party service provider failure, Blockchain network failure, or Smart Contract vulnerability.

(k) any dispute between you any other third-party service provider engaged by Nara.

18.2 Control of Defense

If you are obligated to indemnify any of the Indemnified Persons pursuant to this Section 18, Nara shall have the right, in its sole and absolute discretion, to assume control of the defense, settlement, or other disposition of any claim, action, proceeding, or investigation subject to indemnification. In such event, you agree to cooperate fully with Nara in the defense or settlement of such claim, and you shall not settle any such matter without Nara's prior written consent. The obligations set forth in this Section 18 shall survive the termination or expiration of these Terms and your use of the Services.

18.3 Indemnification at the User’s Expense

You acknowledge and agree that any defense, settlement, or other disposition of any claim, action, proceeding, or investigation subject to indemnification under this Section 18 shall be conducted at your sole cost and expense. You shall reimburse Nara and the other Indemnified Persons promptly upon demand for all costs, charges, and expenses (including reasonable attorneys' fees and disbursements) incurred by them in connection with any such claim, action, proceeding, or investigation.

19. RIGHT OF SET-OFF

19.1. Nara's Right to Set-Off

Subject to Applicable Laws, Nara and its affiliates shall have the right, at any time and from time to time, without prior notice to you (any such notice being expressly waived by you to the fullest extent permitted by Applicable Laws), to set off, combine, appropriate, and apply any and all amounts, Digital Assets, or other property of any kind whatsoever held by Nara or any of its affiliates for your benefit against any and all obligations or liabilities that you owe to Nara or any of its affiliates, whether such obligations are present or future, actual or contingent, matured or unmatured, liquidated or unliquidated.

19.2. User Waiver of Set-Off Rights

You hereby irrevocably and unconditionally waive, to the fullest extent permitted by Applicable Laws, any right of set-off, counterclaim, or similar right that you may have against Nara or any of its affiliates. You agree to pay all amounts owed to Nara in full without any set-off, counterclaim, deduction, or withholding of any kind.

19.3. Cumulative Rights

The rights granted to Nara under this Section 19 are cumulative and in addition to, and not in substitution for, any other rights or remedies that Nara may have under these Terms, at law, or in equity. The rights and obligations set forth in this Section 19 shall survive the termination or expiration of these Terms.

20. INTELLECTUAL PROPERTY

20.1. Ownership and License

All intellectual property rights in and to the Website, the Platform, the Services, and all related software, content, and materials ("IP") are owned by or licensed to Nara. You are granted a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services for your personal or internal business use only.

20.2. Restrictions

You agree not to copy, modify, reverse engineer, create derivative works from, or otherwise attempt to extract the source code of our IP. All rights not expressly granted to you are reserved by Nara.

20.3. Feedback

If you provide any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby grant Nara a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, copy, modify, and distribute such Feedback for any purpose.

21. DISPUTE RESOLUTION AND MANDATORY ARBITRATION

21.1. Important Notice

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.

21.2. Binding Arbitration

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by international arbitration administered by the Conciliation and Arbitration Center of the Chamber of Commerce, Industries and Agriculture of Panama ("CeCAP") in accordance with its Rules of Procedure for International Commercial Arbitration in force at the time the Notice of Arbitration is submitted.

21.3. Arbitration Procedures

The law of this arbitration clause shall be the laws of the Republic of Panama. The arbitration shall be conducted in accordance with Law No. 131 of 2013 regulating national and international commercial arbitration in Panama. The seat, or legal place, of arbitration shall be Panama City, Republic of Panama. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

21.4. Class Action Waiver

You agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis.

22. THIRD-PARTY SERVICE PROVIDERS AND ADMINISTRATIVE AGENT

22.1. Third-Party Service Providers

We may engage third-party service providers to support the Platform and Services. These third parties are not under our control, and we make no claims or representations about, and accept no liability for, any services they provide. We are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements, nor for the services offered by these third parties. You agree that we shall not be responsible for any contract you enter into, any transaction you complete, or any dispute that arises between you and such third-party service providers. We assume no responsibility for, and specifically disclaim any liability, warranty, or obligation with respect to any content or services provided by these third parties. You should review the terms of use and legal agreements that apply to any third-party services.

22.2. Administrative Agent for the Reserves

(a) Appointment. You acknowledge that Nara may appoint a third-party administrative agent to provide ongoing monitoring and administrative services in connection with the Reserves, in whole or in part. In the event of a Default Event, such independent third-party administrative agent is further authorized to act on Nara's behalf to manage the Reserves in an orderly manner.

(b) Relationship to Users. You understand and agree that any such administrative agent acts solely as the administrative agent for Nara and not for any User. The administrative agent's duties in no way constitute or imply a partnership with the User or Nara. You have no direct agency, fiduciary, or contractual relationship with the administrative agent, and you have no right to instruct the administrative agent or bring any claim against them in connection with their role.

(c) User's Recourse. Your rights and remedies in connection with the Reserves, including in a Default Event, are solely against Nara as set forth in these Terms. The appointment of an administrative agent does not alter the fact that your relationship is with Nara and your rights are limited to the contractual redemption rights specified herein.

23. POTENTIAL CONFLICTS OF INTEREST

You acknowledge that situations may arise where Nara, its affiliates, or their respective directors, officers, employees, or agents may have a financial or other interest that conflicts with your interests. These may include, but are not limited to, situations where:

(a) We or our affiliates may be involved in transactions for our own accounts or for the accounts of other clients that are identical or similar to the transactions you enter into. (b) We or our affiliates may have a financial interest in the assets held in the Reserves. (c) We or our affiliates may provide services to other clients whose interests may be in conflict with yours.

We will take reasonable steps to identify and manage any conflicts of interest that may arise. However, you acknowledge that it may not be possible to eliminate all conflicts of interest. By using the Services, you agree that we may act in the manner described above and that you will not hold us liable for any loss you may suffer as a result of any such conflict of interest.

24. TAXES

It is your sole 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. All payments and transactions made and entered into on our Platform must be free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. We are not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, or remitting any taxes arising from any transaction. However, if any Applicable Law requires us to make any tax payments or duties on your behalf, we reserve the right to withhold in part or in full or claim such payments (including any other administrative charges incurred in respect of such payments) against you on a full indemnity basis.

25. ELECTRONIC NOTICES

You consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by posting them on the Website, emailing them to you at the primary email address you provided, or through other electronic communication such as mobile push notifications. An electronic Communication is considered to be received by you within 24 hours after the time we post it to our Website or email it to you. You agree that all agreements, disclosures, and notices provided electronically satisfy any legal requirements for written communications, and you waive any rights to require paper originals or wet-ink signatures, to the extent permitted by applicable law.

26. FORCE MAJEURE

None of the Indemnified Persons shall be liable for any delay, error, interruption, or failure to perform any obligation under these Terms where such delay or failure is caused by a Force Majeure Event.

27. MISCELLANEOUS

27.1. Entire Agreement

These Terms, together with the Privacy Policy, Risk Disclosure Statement, and any additional terms and policies referenced herein, constitute the entire agreement between you and Nara with respect to your use of the Services and the Platform. These Terms supersede any and all prior agreements, understandings, representations, or arrangements between the parties, whether written or oral, relating to the subject matter hereof.

27.2. Amendments

Nara reserves the right, at its sole and absolute discretion, to amend, supplement, or replace any part of these Terms at any time. We will endeavor to provide you with notice of any material changes by updating the revised Terms via the Website or the Platform and changing the "Last Updated" date at the beginning of these Terms, or by notifying you directly via email or other communication methods. Any changes to these Terms will be effective immediately upon the earlier of: (i) the time of publication on the Website or Platform, or (ii) the time of transmission of direct notification to you. Your continued use of the Services following any such amendment constitutes your acceptance of the revised Terms. If you do not agree to any changes, you must immediately cease using the Services and may terminate your Account in accordance with these Terms.

27.3. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from these Terms. In either case, the remaining provisions of these Terms shall remain in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or by its severance.

27.4. Assignment

You may not assign, novate, transfer, delegate, or otherwise dispose of any of your rights, interests, liabilities, or obligations under these Terms, whether voluntarily or by operation of law, without the prior written consent of Nara, and any attempted assignment without such consent shall be null and void. However, you hereby acknowledge and agree that Nara shall have the sole and absolute discretion to assign, novate, transfer, or otherwise dispose of these Terms or any of its rights, interests, liabilities, or obligations hereunder to any Person without your consent.

27.5. No Waiver

No failure or delay by Nara to exercise any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

27.6. Third-Party Rights

Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no rights to enforce or to enjoy the benefit of any term of these Terms. Notwithstanding any term of these Terms, the consent of any person who is not a party to these Terms is not required to rescind or vary these Terms at any time.

27.7. Survival

All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections relating to suspension or termination, Account cancellation, debts owed to Nara, general use of the Platform, disputes with Nara, and general provisions, shall survive the termination or expiration of these Terms.

27.8 Communications

By entering into these Terms, you agree to receive electronic communications and notifications in English.

These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to NaraUSD and NaraUSD+ and your use of the 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 NaraUSD and NaraUSD+, and the Services, as applicable.

27.9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama. Subject to Section 20, the courts of Panama City, Republic of Panama shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

END OF TERMS

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Last updated 1 day ago

hashtagNara Terms of Use

hashtag1. DEFINITIONS AND INTERPRETATION

hashtag1.1. Definitions

hashtag1.2. Interpretation

hashtag2. NARA ASSETS

hashtag2.1. NaraUSD

hashtag2.2. NaraUSD+

hashtag3. SERVICES

hashtag3.1. Available Services

hashtag3.2. Conditions on Use of Services

hashtag3.3. Ownership and Title to Digital Assets

hashtag3.4. Blockchain Technology Risks

hashtag3.5. Our Role and Relationship with You

hashtag3.6. Legal Title to Reserves

hashtag3.7. No Fiduciary Duties

hashtag3.8. Your Control of Assets and Smart Contract Administration

hashtag3.9. Secondary Users

hashtag4. FEES AND CHARGES

hashtag4.1. Fee Types

hashtag4.2. Fee Adjustments

hashtag4.3. Third-Party Fees

hashtag5. ACCOUNT REGISTRATION

hashtag5.1. Eligibility

hashtag5.2. Restricted Locations, Access and Services

hashtag5.3. Account Information

hashtag6. ACCOUNT SECURITY

hashtag6.1. Security Obligations

hashtag6.2. Responsibility for Account Activity

hashtag6.3. Notification of Unauthorized Use

hashtag6.4. Additional Security Measures

hashtag7. ACCOUNT SUSPENSION AND TERMINATION

hashtag7.1. Right to Suspend or Terminate

hashtag7.2. Damages

hashtag7.3. Access to Services

hashtag7.4. Effect of Termination on Digital Assets

hashtag8. ASSET FREEZING AND BLOCKED ADDRESSES

hashtag8.1. Right to Freeze

hashtag8.2. Grounds for Freezing

hashtag8.3. Effect of Freeze

hashtag8.4. Blocked Addresses

hashtag8.5. No Liability

hashtag9. TRANSACTION LIMITS AND CONTROLS

hashtag9.1. Transaction Limits

hashtag9.2. Suspicious Transactions

hashtag9.3. No Liability

hashtag10. ISSUANCE AND REDEMPTION

hashtag10.1. Purchase (Issuance)

hashtag10.2. Redemption

hashtag11. STAKING AND UNSTAKING

hashtag11.1. Staking

hashtag11.2. Unstaking

hashtag12. RISK DISCLOSURES

hashtag12.1. General Disclaimer

hashtag12.2. No Advice

hashtag12.3. Protocol and Smart Contract Risks

hashtag12.4. Depeg Risk

hashtag12.5. Risks Related to Financing

hashtag12.6. Legal and Regulatory Risks

hashtag12.7. Cybersecurity and Operational Risks

hashtag12.8. User Acknowledgment of Risks

hashtag12.9. Yield Generation and Lending Risks

hashtag13: RESERVE MANAGEMENT AND LOSS WATERFALL

hashtag13.1. The Insurance Fund

hashtag13.2. The Loss Waterfall

hashtag13.3. Acknowledgment of First Loss Risk

hashtag13.4. Reserve Transparency

hashtag14. REPRESENTATIONS, WARRANTIES, AND COVENANTS

hashtag15. RESTRICTED ACTIVITIES AND PROHIBITED TRANSACTIONS

hashtag15.1. Prohibited Activities

hashtag15.2. Prohibited Transactions

hashtag15.3. Consequences of Prohibited Activities

hashtag15.4. U.S. Persons Prohibition

hashtag16. DISCLAIMER OF WARRANTIES

hashtag16.1. Specific Disclaimers for User-Initiated Errors and Blockchain Risks

hashtag17. LIMITATION OF LIABILITY

hashtag17.1. Exclusion of Consequential Damages

hashtag17.2. Liability Cap

hashtag17.3. Basis of the Bargain

hashtag18. INDEMNIFICATION

hashtag19. RIGHT OF SET-OFF