Terms of Use

1. Agreement and acceptance

These Terms of Use (the "Terms") are a legally binding agreement between MooChedda Inc., a corporation organized under the laws of [State / Province of incorporation], with its registered office at 9227 24th Ct SE, Ste 9, Lacey, WA 98513, USA ("MooChedda", "we", "us" or "our"), and the institution that registers for and is admitted to membership (the "Member" or "you"). They govern access to and use of MooChedda Trust and Fiduciary, its websites, applications, application programming interfaces ("API") and related services (together, the "Service").

The individual who registers an institution confirms that they are authorised to bind it, and accepts these Terms on its behalf and on their own behalf as an Operator. Each invited Operator accepts these Terms when joining. We record the version accepted, the time and the IP address. Our Privacy Policy and any rules, notices or procedures we publish in the Service (together, the "Rules") form part of these Terms. If they conflict, these Terms prevail unless a Rule expressly says otherwise.

2. What the Service is, and is not

The Service is a technology platform that lets a Member define roles and authority, set signing policies, collect multi-person approvals, screen counterparties and destinations, coordinate the signing and broadcast of digital-asset transactions, and keep a tamper-evident record of what happened. In particular:

• Software, not a trust. Using the Service does not create a trust, appoint a trustee, or create a fiduciary, agency, escrow or advisory relationship between MooChedda and the Member, its clients or anyone else. Any trust or fiduciary relationship a Member has with its clients arises from its own legal arrangements, and its duties under them remain its own.
• Regulatory status. MooChedda is not registered, licensed or authorized as a bank, trust company, custodian, qualified custodian, escrow agent, broker-dealer, investment adviser, money services business, money transmitter or virtual-asset service provider in any jurisdiction. Product names and descriptive terms such as "custody", "trust" and "fiduciary" do not indicate otherwise.
• Who holds keys. How a Member's assets are controlled depends on the network, as described in Section 10. For most networks, transactions are signed by a multi-party computation (MPC) signing network and offline signing devices operated by or for the Member. For wallets on the MooChedda network that the Service generates, the Service holds the private key, encrypted or, for Members on the AWS CloudHSM add-on, inside a hardware security module, and uses it to sign transfers that have satisfied the applicable Policy.
• Records, not deposits. Balances shown in the Service are records. They are not deposits with, or debts owed by, MooChedda.
• Live and simulated settlement. Transactions reach a blockchain only where a live network integration is connected for that network. Where it is not, settlement in the Service is simulated and no assets move.
• No client relationship. MooChedda has no customer, advisory or fiduciary relationship with any Member's clients.

3. Definitions

"Operator" means an individual a Member authorises to use the Service on its behalf. "Client" means any person whose assets or transactions a Member records or administers in the Service. "Policy" means a signing or governance policy configured in the Service. "Approval" means an Operator's authenticated decision on a transaction or request. "Destination" means a wallet or address to which assets may be sent. "Business Day" means a day other than a Saturday, Sunday or public holiday where MooChedda is located. "Applicable Law" means all laws, regulations, rules of self-regulatory organisations, orders and sanctions programs that apply to a party or to its activity in the Service.

4. Membership and eligibility

Membership is available only to institutions that are, and remain throughout their membership:

• duly organized and in good standing in their jurisdiction of formation;
• licensed, registered or authorized in each jurisdiction where that is required for the activity they carry out using the Service, including holding or administering assets for others;
• not named on, owned or controlled by a person named on, or located in a country or territory subject to, any sanctions list or comprehensive sanctions program administered by the United States, Canada, the United Kingdom, the European Union, the United Nations or any other relevant authority; and
• admitted by MooChedda following review.

We may verify any information in a registration and may request further information. Admission is at our sole discretion. Admission is not an endorsement of the Member or a determination that it holds the licences it needs; that remains the Member's responsibility.

The Member represents and warrants that all information it provides is true, complete and current. It must notify us within two (2) Business Days of any change to its licences, registrations, regulatory status, ownership or control, any regulatory action or investigation relating to its activity in the Service, or any insolvency event.

5. Member obligations

The Member is solely responsible for, and must comply with all Applicable Law relating to:

• its own licensing, registration, capital, conduct and reporting obligations;
• any trust, fiduciary, custodial or contractual duties it owes its Clients;
• Client onboarding, identity verification and anti-money-laundering, sanctions and travel-rule obligations, including filing any required reports;
• configuring Policies, roles, thresholds and approvers appropriately for its risks, and keeping them under review;
• the safeguarding and segregation of Client assets, and reconciling the Service's records with on-chain balances and its other records;
• record-keeping required of it, independently of the records the Service keeps; and
• tax withholding and reporting.

The Service's controls supplement but do not replace the Member's own controls.

6. Members' clients

Clients are the Member's clients, not MooChedda's. The Member is responsible for its agreements with, disclosures to and complaints from its Clients, and for every transaction it initiates or approves for them. Clients may not access the Service directly. The Member must not represent that MooChedda is responsible for its Clients, their assets or their transactions.

7. Operators and security

The Member must ensure that its Operators are suitably qualified and comply with these Terms. Every Operator must use authenticator-app two-factor authentication, and must keep their password, authenticator device and any badge or credential used in cold-storage ceremonies confidential and under their control. The Member must assign roles in keeping with separation of duties, remove access promptly when an Operator leaves or no longer needs it, and notify us immediately at security@[your-domain] of any suspected unauthorised access.

To the maximum extent permitted by Applicable Law, the Member is responsible for all activity carried out with its Operators' credentials, whether or not authorised by it, except to the extent caused by our fraud, gross negligence or wilful misconduct. We may rely on any instruction or Approval that appears to come from the Member through the Service.

8. Policies, approvals and governance

Each new Member receives default Policies. The Member is responsible for reviewing them and deciding whether they suit it, including thresholds, the number of approvers and any amount below which transfers are approved automatically. Policies change only through the governance process in the Service, and each change creates a new version.

An Approval given through the Service is the Member's binding instruction. The Service records each Approval with a cryptographic signature and in the audit log, and those records are evidence of who approved what and when. The Service refuses actions that no active Policy covers, but it acts on Approvals that satisfy a Policy as configured; it does not judge whether a correctly approved transaction is wise or permitted by the Member's arrangements with its Clients.

An Emergency Freeze takes effect only when the people its Policy requires have approved it. Until then, activity continues under the existing Policies.

9. Transactions and destinations

Transfers may be sent only to Destinations that have completed onboarding in the Service. We may hold, delay or refuse any transaction that is pending approval, subject to a screening match or AML hold, under an Emergency Freeze, or that we reasonably believe to be unlawful, erroneous or a security risk.

A transaction can be cancelled in the Service until it is released for broadcast. Once broadcast, a blockchain transaction generally cannot be reversed by MooChedda or anyone else. The Member is responsible for verifying Destinations, amounts and networks before approving. Network fees are set by the network and are separate from any fees we charge. Confirmation times depend on the network; the Service may rebroadcast a stuck transaction with an adjusted fee.

10. Signing keys and cold storage

• MPC and offline signing. Where a network is signed through an MPC signing network or offline signing devices, those systems are operated by or for the Member. The Service records Approvals, enforces Policies and verifies signatures, but the Member is responsible for the operation, security, backup and recovery of those systems and their key material.
• MooChedda-network wallets. For MooChedda-network wallets the Service generates, the Service stores the private key encrypted with AES-256-GCM, or, for Members on the AWS CloudHSM add-on, generates it inside the HSM, from which it cannot be exported. Either way, the Service signs only transfers that have satisfied the applicable Policy. A wallet's key stays where it was created and cannot be moved to the HSM. Loss of the platform's encryption key or of the HSM's key material would make the affected wallets unrecoverable, and we maintain safeguards against that risk.
• Cold storage. Offline signing ceremonies require the custodians and devices the Member designates. The Member is responsible for the physical security of its vaults and devices and for the accuracy of any sensor telemetry it sends to the Service.
• Operator approval keys. The Service creates a signing key for each Operator to sign Approvals. Its private part is stored encrypted or, for Members on the AWS CloudHSM add-on, kept inside the HSM. It is used only for that purpose.
• AWS CloudHSM add-on. Members on the add-on use a separate instance of the Service hosted in Amazon Web Services alongside an AWS CloudHSM cluster, with its own accounts and records. All of that Member's approval keys and MooChedda-network wallet keys are generated and used inside the HSM. Approvals and MooChedda-network transfers cannot be signed while the HSM is unavailable; the Service refuses them rather than falling back to software keys. Records and wallets on a Member's existing account are not transferred: the Member configures its Operators and Policies in the new instance and moves assets by transfer, and its existing records are retained as described in the Privacy Policy. Before the add-on ends, the Member must move assets out of wallets whose keys are held in the HSM.

11. Compliance tools

Sanctions screening, wallet-risk scoring, AML rules, KYC records and regulatory report exports are aids to the Member's own compliance program. Screening is only as complete as the lists and providers available to it, and AML rules can produce false positives and miss activity. The Member decides on Clients, cases and holds, files its own reports, and remains solely responsible for its compliance with Applicable Law.

12. Integrations

The Member may connect the Service to other systems, including MooChedda's MTFX trading platform and a governance, risk and compliance (GRC) system. By doing so it authorises us to send and receive the data each integration needs, as described in the Service and our Privacy Policy. One-time link codes and integration credentials must be kept confidential. Integration activity, including releases MTFX requests, remains subject to the Member's Policies. The Member may revoke an integration at any time; revocation does not undo transactions already completed.

13. Fees

The subscription is US$2,500 per month per Member, starting when the Member is activated after platform review. The optional AWS CloudHSM add-on is US$2,500 per month, from the month the Member is activated on the AWS-hosted instance. MooChedda charges no per-Operator or per-transaction fees; blockchain network fees are separate. Unless an order form says otherwise, fees are invoiced monthly in advance and payable within thirty (30) days of the invoice date, without set-off. Fees are exclusive of taxes, which the Member must pay. Late amounts bear interest at the lesser of 1% per month and the maximum rate permitted by law, and we may suspend a Member whose fees are more than thirty (30) days overdue after giving notice. We will give at least thirty (30) days' notice before changing fees.

14. Prices and valuations

US-dollar values in the Service come from third-party price feeds or prices we set, may be delayed or inaccurate, and are provided for information and for the Service's own checks. Because Policies select approval requirements by US-dollar value, a pricing error can cause a transaction to be matched to a different Policy. The Member is responsible for its own valuations and accounting.

15. No advice

MooChedda does not provide investment, financial, legal, tax, accounting or regulatory advice. Default Policies, status labels and educational content are not advice or a recommendation that any control is sufficient for the Member's circumstances.

16. Prohibited conduct

The Member must not, and must ensure its Operators do not, attempt or assist anyone else to:

• circumvent, disable or defeat any Policy, Approval requirement, separation-of-duties rule or other control, including by sharing credentials or colluding to satisfy an approval requirement that should involve independent people;
• use the Service for or in connection with money laundering, terrorist financing, sanctions evasion, fraud, tax evasion or any other unlawful purpose;
• give access to anyone who is not an Operator, or allow Clients direct access;
• access the Service by automated means other than published interfaces, scrape it, exceed rate limits or place an unreasonable load on it;
• probe, scan or test the vulnerability of the Service or bypass any security or access control without our prior written authorisation;
• introduce malware or interfere with the Service or another Member's use of it;
• copy, modify, decompile or reverse engineer the Service, except as Applicable Law expressly permits despite this restriction; or
• exploit any error or vulnerability instead of reporting it promptly to security@[your-domain].

17. Monitoring and cooperation

We monitor the Service for security, abuse and compliance with these Terms. The Member must cooperate with our reasonable inquiries. We may share information with regulators, law enforcement and other authorities as permitted or required by Applicable Law.

18. API and device access

Device tokens for vault sensors and MPC nodes, and keys issued to integrations, are shown once, stored only as hashes and revocable by the Member or by us. The Member is responsible for all requests made with them and for the systems that use them. We may set and change rate limits and may change, suspend or discontinue any interface, giving reasonable notice of material changes where practicable.

19. Suspension and termination

We may suspend a Member or Operator, restrict activity or terminate membership, with immediate effect and, where Applicable Law allows, without giving reasons, where we reasonably believe that:

• the Member has breached these Terms, the Rules or Applicable Law;
• it no longer holds a required licence or is subject to an insolvency event or regulatory action;
• an account or credential has been compromised; or
• continuing to provide the Service could expose us, other Members or the Service to legal, regulatory, financial, security or reputational risk.

Suspension signs out the affected Operators at once. Either party may terminate membership for convenience on thirty (30) days' written notice. Before termination takes effect, the Member should move any assets controlled through the Service and export the reports it needs. Records we must retain are kept as described in the Privacy Policy. Sections 2, 5, 6, 7 (second paragraph), 9 to 11, 13 and 19 to 34, and any provision that by its nature should survive, survive termination.

20. Intellectual property

The Service and all software, designs, documentation and other content in it are owned by MooChedda or its licensors. Subject to these Terms, we grant the Member a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Service through its Operators for its own business during its membership. All other rights are reserved. "MooChedda", "MTFX" and related names and logos are our trademarks. The Member may state that it is a member but may not otherwise use our marks without consent. We may use feedback without restriction or obligation.

21. Confidentiality

Each party must keep confidential the other's non-public information received in connection with the Service, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law or to a regulator, in which case the recipient will, where lawful, give notice.

22. Data protection

Our Privacy Policy describes how we handle personal data of Operators and others. For personal data about its Clients and their beneficial owners, the Member is the controller and we process it on the Member's instructions. The Member confirms that it has a lawful basis and has given any notices needed for that processing. Where Applicable Law requires a data processing agreement, the parties will enter into one on our standard terms.

23. Third-party services

The Service relies on third-party services, including hosting, email delivery, price feeds, screening and geolocation providers, and blockchain networks and their data providers. We are not responsible for third-party services or their availability, and their use may be subject to their own terms. A Member's MPC network, signing devices and other systems are the Member's own and are not our agents.

24. Notices and records

The Member consents to receive all notices and other communications electronically, through the Service or by email to the addresses it provides, and agrees that they satisfy any requirement for written communications. Our records of Approvals, transactions, Policies, the audit log and acceptance of these Terms are conclusive evidence of their contents absent manifest error. Legal notices to us must be sent in writing to the address in Section 34.

25. Risk disclosure

Using digital assets involves substantial risk. The Member acknowledges, and must make appropriate disclosures to its Clients about, the following risks among others:

• Irreversibility. Transfers sent to a wrong, compromised or sanctioned address generally cannot be recovered.
• Key and credential compromise. Controls reduce but cannot eliminate the risk that keys, devices or the credentials of several people are compromised, including through collusion.
• Market risk. Digital assets and stablecoins can be highly volatile, lose their peg or all value.
• Technology and network risk. The Service, networks and integrations may be unavailable, slow, forked, congested or compromised, and transactions may be delayed or fail.
• Data risk. Prices, screening results and risk scores may be wrong, delayed or incomplete.
• Regulatory and legal risk. Changes in law or regulatory action may restrict the Service, particular assets, Members or Clients.

26. Disclaimer of warranties

To the maximum extent permitted by Applicable Law, the Service and all content and data in it are provided "as is" and "as available", with all faults and without warranty of any kind. MooChedda, its affiliates and their respective directors, officers, employees, agents, licensors and suppliers disclaim all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that it will prevent every unauthorised transaction, or that any data, screening result, record or instruction will be accurate, complete or current.

27. Limitation of liability

To the maximum extent permitted by Applicable Law:

• In no event will MooChedda, its affiliates or their respective directors, officers, employees, agents, licensors or suppliers (the "MooChedda parties") be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, opportunity, goodwill, data or use, or the cost of substitute services, however caused and under any theory of liability, even if advised of their possibility.
• The MooChedda parties are not liable for any loss arising from: market movements; a transaction approved in accordance with the Member's Policies; any transaction sent to a Destination the Member onboarded; the delay, holding, refusal or failure of any transaction; network events; price or screening errors; any act or omission of a Member, Operator, Client or third-party provider; unauthorised use of a Member's credentials not caused by our fraud, gross negligence or wilful misconduct; or any event described in Section 29.
• The total aggregate liability of the MooChedda parties for all claims arising out of or relating to these Terms or the Service in any twelve-month period will not exceed the greater of the fees the Member actually paid to MooChedda in the twelve (12) months before the event giving rise to the claim and [US$ amount].
• These limitations apply even if a remedy fails of its essential purpose and are an essential basis of the bargain between the parties.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for fraud or for death or personal injury caused by negligence.

28. Indemnification

The Member will defend, indemnify and hold harmless the MooChedda parties from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Member's or its Operators' use of the Service; (b) any transaction initiated or approved by or for the Member; (c) any claim by a Client of the Member or anyone to whom the Member owes trust or fiduciary duties; (d) the Member's breach of these Terms, the Rules or Applicable Law, including any failure to hold a required licence; or (e) any information the Member provides. We may assume exclusive control of the defence of any matter subject to indemnification, and the Member will cooperate.

29. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental or regulatory action, sanctions, failures of blockchains, data providers, payment systems, telecommunications, power or hosting providers, and cyber-attacks.

30. Changes

We may change the Service, its default Policies and the Rules at any time; changes to default Policies do not alter Policies a Member has already adopted. We may amend these Terms on at least thirty (30) days' notice for material changes, or sooner where required for legal, regulatory or security reasons. Continued use after a change takes effect is acceptance. A Member that does not agree may terminate under Section 19.

31. Dispute resolution

This section affects your legal rights, including the right to sue in court and to a jury trial.

31.1 Negotiation

The parties will first try to resolve any dispute through good-faith negotiation between senior representatives for at least thirty (30) days after written notice of the dispute.

31.2 Binding arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or the Service, including about the validity, scope or enforceability of this agreement to arbitrate, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in [City, State]. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section 31.

31.3 Class action and jury waiver

Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. Each party waives any right to a jury trial.

31.4 Exceptions and time limit

Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information or to stop unauthorised access to the Service. To the maximum extent permitted by Applicable Law, any claim must be brought within one (1) year after it arises.

32. Governing law

These Terms are governed by the laws of [State / Province] and the federal laws applicable there, without regard to conflict-of-laws principles. Subject to Section 31, the courts located in [County, State] have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

33. General provisions

• Entire agreement. These Terms, the Rules and any order form are the entire agreement between the parties about the Service and supersede all prior agreements and understandings about it.
• Assignment. The Member may not assign or transfer these Terms or its membership without our prior written consent. We may assign them in connection with a merger, acquisition, reorganisation or sale of assets.
• Severability. An invalid provision will be enforced to the maximum extent permissible, and the rest remain in effect.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, trust, fiduciary or employment relationship.
• No third-party beneficiaries. No Client or other third party has rights under these Terms, except that the MooChedda parties may enforce Sections 26 to 28.
• Interpretation. Headings are for convenience. "Including" means "including without limitation". These Terms will not be construed against the drafter.
• Language. The English version prevails over any translation.

34. Contact