Terms of service

These terms (the "Terms") govern your access to and use of the OpenUSDC website, the openusdc gateway, the OpenUSDC software development kits (the "SDKs"), and the OpenUSDC Cloud control plane (collectively, the "Service"). The Service is provided by OpenUSDC, Inc., a Delaware corporation ("OpenUSDC", "we", "our", "us"). By using the Service, you agree to these Terms.

1. The components, and what licenses cover them

The gateway and SDKs are open-source software released under the MIT license. Your use of those components is governed by that license, the full text of which is included in each repository. The Cloud control plane, the OpenUSDC marketing site, and the associated dashboards and APIs are proprietary services governed by these Terms.

Nothing in these Terms restricts your rights under the MIT license for the open-source components.

2. Accounts

To use Cloud you must create an account and a workspace. You agree to provide accurate information when you sign up, to keep your credentials secure, and to notify us promptly of any unauthorized access. You are responsible for everything that happens under your account, including activity by anyone you invite into your workspace.

3. Acceptable use

You may not use the Service to do anything illegal, infringing, or harmful. In particular, you agree not to:

• Use the Service in violation of applicable export controls, sanctions, or tax law.
• Use the Service for any payment that is intended to defraud another party.
• Attempt to reverse engineer or otherwise circumvent the security of the Cloud control plane.
• Probe, scan, or stress-test our infrastructure without prior written authorization (see the responsible disclosure program at /security).
• Misrepresent your identity, your workspace's identity, or the source of payments routed through your gateway.
• Resell or repackage the Cloud control plane as your own product without a separate commercial agreement.

We may suspend or terminate your access to Cloud if we reasonably believe you are violating this section. We give you advance notice whenever practical.

4. Fees and billing

Cloud subscriptions are billed in advance on a monthly or annual basis through Stripe. The plan you choose determines your monthly allowance of reconciled payments; usage above the allowance is billed at the overage rate listed on the pricing page. Annual plans are non-refundable except where required by law.

We may change Cloud pricing on 30 days' notice. If a price change takes effect during an annual term, your existing term is honored at the prior price; the new price applies on renewal.

5. Data and confidentiality

You retain ownership of any data you submit to Cloud. We process that data only to provide the Service, in accordance with the privacy policy at /privacy. We will not access workspace data for any other purpose without your written request, except as required for security incident response or by a valid legal process.

Each party will treat the other's non-public information as confidential and will use it only for purposes of these Terms. The confidentiality obligations survive termination of the Terms by three years.

6. Intellectual property

OpenUSDC retains all right, title, and interest in the Cloud control plane, the marketing site, and the OpenUSDC name and logos. The open-source gateway and SDKs are licensed separately under the MIT license. Nothing in these Terms transfers ownership of OpenUSDC IP, except the limited use rights described here.

You retain all right, title, and interest in your data and any content you submit. You grant us a limited license to host, process, and display that content as necessary to provide the Service.

7. Open-source contributions

If you submit a pull request to one of our public repositories, you do so under the Developer Certificate of Origin (DCO), published at developercertificate.org. The DCO is equivalent to signing off that you have the right to submit the contribution under the project's license.

8. Third-party services

The Service interoperates with third-party services — most notably the underlying blockchains on which USDC settles and the wallet providers you choose to integrate. We are not responsible for the operation, security, or fees of those third-party services. Your use of them is governed by their own terms.

9. Disclaimers

The Service is provided "as is" and "as available". To the maximum extent permitted by law, OpenUSDC disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure.

Cloud Enterprise plans are eligible for a contractual service level agreement; if you have an SLA, the terms of that SLA govern over this section to the extent of any conflict.

10. Limitation of liability

To the maximum extent permitted by law, OpenUSDC's aggregate liability arising out of or related to these Terms or the Service is limited to the amount you paid us in the twelve months preceding the claim. In no event will OpenUSDC be liable for any indirect, incidental, consequential, special, or exemplary damages, even if advised of the possibility of such damages.

11. Indemnification

You agree to defend, indemnify, and hold harmless OpenUSDC from and against any claims arising out of your violation of these Terms, your misuse of the Service, or your violation of any applicable law, except to the extent the claim arises from OpenUSDC's own negligence or breach of these Terms.

12. Term and termination

These Terms remain in effect for as long as you use the Service. You may terminate at any time by closing your Cloud workspace; we may terminate or suspend your access if you breach these Terms, do not pay fees when due, or use the Service in a way that puts us or other customers at material risk. On termination, we will export your workspace data to S3 on request for 30 days, after which it will be deleted.

13. Modifications

We may update these Terms from time to time. Material changes will be announced in our changelog and via email at least 14 days before they take effect. If you continue to use the Service after a change takes effect, you accept the updated Terms.

14. Governing law

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising from these Terms or the Service will be brought exclusively in the state or federal courts located in New York County, New York, and each party irrevocably consents to the personal jurisdiction of those courts.

15. Miscellaneous

These Terms, together with the privacy policy and any commercial order form that references them, constitute the entire agreement between you and OpenUSDC regarding the Service. They supersede any prior agreements on the same subject. If a court finds any provision unenforceable, the rest of these Terms will remain in effect. Neither party's failure to enforce a provision will waive its right to do so later. You may not assign these Terms without our prior written consent; we may assign them in connection with a corporate reorganization, merger, or sale of assets.

How to reach us

For questions about these Terms, write to legal@openusdc.ai or to OpenUSDC, Inc., 150 Greenwich Street, 36th Floor, New York, NY 10006, USA.