Terms of Service

These Terms are a draft. They have not been reviewed by counsel, they have not been adopted by the legal entity that will operate Privé, and they are not yet in force. We publish them now for transparency, so that anyone evaluating the project can read the terms we intend to apply before they apply to anyone.

Two consequences follow. First, this document will change: the operating entity, the governing law and forum named below, and the liability cap in the limitation-of-liability section are placeholders pending the entity's formation and legal review, and they will be replaced in the version that takes effect, which will carry an effective date. Second, the Privé contracts are not deployed on any network, so there is at present no live protocol to transact with; the interface shows a "not yet deployed" state for every chain it supports.

Nothing in this draft waives anything or grants anyone a right they would not otherwise have. The risk disclosures, the description of the protocol's on-chain roles, the prohibited-conduct rules, and the assumption of risk describe how the Services must be used whenever they become available, and you should read them as written.

By accessing, browsing, connecting a wallet to, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, in the form in which they are in force at that time, and by any additional policies referenced in them, including our Privacy Policy. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity, and "you" refers to that entity.

These Terms apply to all users of the Services. If you do not agree with any part of these Terms, your only remedy is to stop accessing and using the Services. Your continued use after any changes to these Terms take effect constitutes acceptance of the revised Terms.

To use the Services you must be at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms. The Services are not directed to, and may not be used by, anyone who does not meet these requirements.

You are solely responsible for determining whether, and for ensuring that, your access to and use of the Services is lawful in your jurisdiction. You represent and warrant that you are not located in, ordinarily resident in, or a national of any jurisdiction where accessing or using the Services is prohibited, that you are not subject to any sanctions administered or enforced by any government, and that you are not listed on any sanctions or restricted-party list. You may not use the Services if doing so would violate any law, regulation, or sanction that applies to you.

• You must meet the minimum legal age and have capacity to contract.
• You must not be a sanctioned or restricted party, or acting on behalf of one.
• You must not access the Services from, or on behalf of anyone in, a jurisdiction where such access is prohibited.
• You are responsible for your own compliance with all laws that apply to you, including tax, securities, and financial-services laws.

Privé is non-custodial. The protocol operators never hold, control, or have access to your funds, your wallet, your private keys, your recovery phrase, or your shielded note secrets. You alone control your wallet and everything in it. There are no user accounts on the website, no logins, and no server-side database of user funds; there is nothing for us to sign into on your behalf and nothing we can move for you.

The Privé smart contracts are immutable and are not upgradeable. Once deployed, their logic cannot be changed by us or by anyone else — which also means it cannot be patched if a defect is found. They are not deployed on any network today, and nothing in these Terms should be read as a representation that a live protocol exists or that any particular deployment will happen. Because your assets remain in your own self-custody or in permissionless, immutable contracts you interact with directly, we cannot move, freeze, reverse, seize, or recover your self-custodied assets, and we cannot reverse or undo any transaction you sign.

The website and App are convenience interfaces that help you construct and broadcast transactions to Robinhood Chain, a public network, from your own wallet. Zero-knowledge proofs for shielded operations are generated locally, in your own browser; no proving service acts on your behalf and no key material is delegated to anyone. The underlying contracts are permissionless and can be accessed independently of our interface. We do not guarantee that the website or App will remain available, and their unavailability does not affect the operation of the on-chain contracts.

A limited on-chain "guardian" role exists in the protocol, and its powers are worth stating precisely rather than in summary. The guardian can pause entries — minting, shielding, and shielded transfers; it can append roots to the association set that gates the unshield operation, an action that is append-only and irrevocable, and until a root covering your note has been accepted an unshield reverts; and it owns the screening blocklist, which means that an address the guardian has blocklisted cannot mint and cannot receive a redeem payout. The guardian cannot move, spend, or otherwise access user funds; it cannot mint tokens; it cannot upgrade or otherwise alter contract logic; and it cannot pause exits — redeem and unshield are never pausable, so the route out of the protocol cannot be paused shut. Because pausing an entry, or blocklisting an address, affects what a given address can do at a given time, we disclose these powers in full; they do not make the Services custodial.

$PUSD (on-chain name "Prive Dollar," symbol PUSD) is a public, freely transferable dollar-denominated ERC-20 token that you can mint by depositing USDG and redeem back for USDG through the protocol's mint and redeem contracts. USDG (the "Global Dollar," issued by Paxos) is the protocol's only reserve asset, and the USDG backing is designed to be held in an immutable vault contract. Both tokens use six decimals, so the 1:1 relationship is an exact integer one with no scaling factor in it. Mint and redeem are designed to occur on a 1:1 basis, with no protocol fee charged on either side — you pay only the network gas for your own transaction — subject to network conditions and on-chain contract logic, including any pause on entries described above. Exits are never pausable, but two conditions do gate them and are named here rather than left to be discovered: an address the guardian has blocklisted cannot receive a redeem payout, and an unshield reverts unless the guardian has already accepted an association root covering the note.

$PUSD is not a bank deposit, is not a savings or checking account, and is not insured or guaranteed by any deposit-insurance scheme, government, or third party. $PUSD is not interest-bearing and does not pay yield, rewards, or any return of any kind. Holding $PUSD does not entitle you to any payment, distribution, dividend, or profit.

We make no representation, warranty, or guarantee that $PUSD will maintain any particular value, will trade at or hold any peg to the U.S. dollar or to USDG, or that any level of secondary-market liquidity will exist at any given time. The value of $PUSD may deviate from one dollar on secondary markets, and on-chain redemption may be affected by network congestion or contract state. You bear the full risk of holding, transferring, and redeeming $PUSD.

$PUSD is a public token, and minting it does not make anything private: a freshly minted balance, and every ordinary transfer of it, is visible on-chain like that of any other ERC-20. Privacy is opt-in and separate. You may "shield" $PUSD into a private balance using the shielded pool described below; shielding, private transfer, and unshielding are proof-gated on-chain operations that you initiate and sign yourself.

Because $PUSD's backing is designed to consist of USDG, $PUSD inherits the characteristics and the risks of USDG. USDG is issued by Paxos, and Paxos retains the ability to freeze addresses and to wipe balances. An action of that kind — taken against the vault, or against you — could not be reversed or overridden by us, by the immutable contracts, or by the guardian, whose powers do not extend to moving funds. We state this plainly because it is a real limit on what backing an issuer-controlled asset 1:1 can promise. Naming Robinhood Chain as the network and Paxos as the issuer of the reserve asset is a statement of fact about where the protocol is designed to run and what it is designed to hold; neither has reviewed, endorsed, sponsored, or partnered with us.

$PRIVE is a token separate from $PUSD, and that separation is the most important thing to understand about it. It is intended as an ecosystem, access, and utility token, planned to launch on PONS. No date has been set for that launch — not a day, not a window, not a quarter — and no $PRIVE contract has been deployed on any network. $PRIVE is complementary to $PUSD and is never a second dollar.

$PRIVE is volatile and unbacked. It is not a stablecoin, it is not pegged to the U.S. dollar or to any other asset, no reserve stands behind it, and its value can fall to zero. Everything in these Terms about $PUSD's design — the 1:1 USDG backing, the immutable vault, the mint and redeem ramps — describes $PUSD only and says nothing whatsoever about $PRIVE.

The separation runs the other way too, and it is a commitment rather than a preference: no $PRIVE mechanism may ever make $PUSD's 1:1 USDG backing, or its solvency, depend on $PRIVE. Every $PRIVE mechanism is designed to live outside the immutable core — the vault, the mint and redeem ramps, and the shielded pool never read a $PRIVE price, balance, supply, or contract, and no $PRIVE holding, market condition, or failure can alter a $PUSD mint, redemption, or payout. Nothing about $PRIVE is a representation about $PUSD, and nothing about $PUSD is a representation about $PRIVE.

The points below are stated explicitly, so that none of them has to be inferred.

• $PRIVE is not a stablecoin and is not pegged to the U.S. dollar or to any asset.
• $PRIVE is not redeemable — not for one dollar, not for USDG, not for $PUSD, not for anything.
• $PRIVE pays no yield and quotes no APY. There is no staking-for-returns, no revenue share, and no distribution of any kind.
• $PRIVE has no value-accrual mechanism, no buyback, and no burn program.
• Holding $PRIVE gives you no claim on protocol fees, on any treasury, or on the reserves backing $PUSD.
• $PRIVE confers no ownership, equity, debt, profit share, or governance right over us or over any entity, and is not offered as an investment.
• $PRIVE has no launch date. Any date, allocation, presale, whitelist, or sale presented as ours is not ours, and is an attempt to defraud you.

The Services include an opt-in shielded pool that uses zero-knowledge proofs, generated in your own browser, to let you hold and transfer $PUSD privately. Use of the shielded pool is entirely optional, and nothing here is private automatically: funds become private only when you take the separate step of shielding them. When you shield funds, the amount entering the pool is recorded publicly on-chain; what the shielded pool conceals is the ownership and linkage of shielded notes and your subsequent in-pool balances and transfers. You should not assume that shielding hides the amount you deposit into or withdraw from the pool.

The privacy features are provided for lawful use only. Privé is built to give ordinary users privacy for ordinary payments; it is not offered as, and must not be used as, a means of obscuring the origin of funds or of defeating compliance controls. The shielded pool incorporates association sets and on-chain screening hooks so that privacy is designed to complement compliance rather than defeat it.

You may not use the Services, and in particular the privacy features, to launder money, to conceal or obscure the proceeds of criminal activity, to finance terrorism, to evade sanctions, to defeat a lawful investigation, or otherwise to break the law or facilitate any unlawful conduct. Any such use is a material breach of these Terms and is strictly prohibited. You are solely responsible for the legality of your use of the privacy features under the laws that apply to you.

The Services, the website, the whitepaper, the documentation, and any content we provide are for general informational purposes only and do not constitute financial, investment, legal, accounting, or tax advice, nor a recommendation, solicitation, or offer to buy, sell, or hold any token or to enter into any transaction. No fiduciary or advisory relationship is created by your use of the Services.

You are solely responsible for evaluating the merits and risks of any transaction and for determining its treatment under the laws that apply to you. You should consult your own qualified financial, legal, and tax advisors before using the Services or transacting in any token.

You understand and accept that using blockchain networks, digital assets, and experimental smart-contract software carries significant risk, and you assume all such risk. Without limiting the generality of the foregoing, you acknowledge and accept the following risks.

• Pre-deployment risk: the Privé contracts are not deployed, no version of the protocol has been externally audited, and no audit report exists; the software is experimental and unproven in production.
• Smart-contract risk: the contracts may contain bugs, vulnerabilities, or errors, may behave unexpectedly, and are immutable and cannot be patched; an exploit or defect could result in loss of funds.
• Market and volatility risk: the value of digital assets can be volatile and may fall to zero. $PUSD is designed to hold a 1:1 relationship with its reserve, but there is no guarantee of value, peg, liquidity, or a market; $PRIVE is unbacked and volatile by design, and there is no floor under it at all.
• Reserve-asset and issuer risk: $PUSD's backing is designed to consist of USDG, which is issued by Paxos. Paxos retains the ability to freeze addresses and to wipe balances, and anything holding USDG — including the vault — inherits that risk; immutable contracts cannot override an action taken by the issuer of the reserve asset. USDG also carries the credit, custody, operational, and regulatory risk of its issuer, and any of that flows through to $PUSD.
• Second-token risk: $PRIVE is a separate, unbacked, volatile token that is not a stablecoin, is not redeemable, pays nothing, and may lose all of its value. It is not part of $PUSD's backing, and holding it entitles you to nothing.
• Anonymity-set risk: privacy in the shielded pool comes from the crowd of other shielded notes, and that set is currently very small — at launch, effectively empty. A user holding exactly one note cannot make a private transfer at all, because the transfer circuit consumes two real input notes. Do not treat a small pool as offering the privacy a large one would.
• Irreversibility: blockchain transactions are final and irreversible once confirmed; a mistaken, fraudulent, or unintended transaction cannot be reversed by us or anyone.
• Key-loss risk: your wallet keys, recovery phrase, and shielded note secrets are the sole means of controlling your funds; if you lose them, or if they are compromised, your funds are permanently and irrecoverably lost, and no recovery, reset, or restoration by us is possible.
• Screening and exit-condition risk: the guardian owns an on-chain blocklist, and an address that is blocklisted cannot mint and cannot receive a redeem payout; separately, an unshield reverts unless the guardian has already accepted an association root covering your note, so a newly shielded note cannot be withdrawn until a covering root is accepted, and if the guardian stops accepting roots, withdrawals stall until it resumes. Entries (minting, shielding, and shielded transfer) can also be paused; exits can never be paused, but these two conditions are not a pause and do gate them.
• Regulatory risk: laws and regulations affecting digital assets, stablecoins, and privacy technology are evolving and uncertain; changes could adversely affect the Services, the tokens, or your ability to use them.
• Third-party and infrastructure risk: wallets, RPC providers, the underlying network, and other third-party services may fail, be compromised, become unavailable, or behave unexpectedly, which is outside our control.
• Network risk: congestion, forks, reorganizations, failed transactions, and fluctuating network fees may affect your ability to transact or the outcome of your transactions.

To use the Services you connect a self-custodied wallet you control. Supported wallet connectors are MetaMask, Coinbase Wallet, and Phantom. These wallets, and any browser extensions or software you use with them, are provided by third parties, are governed by their own terms and privacy policies, and are solely responsible for the custody of your keys and the signing of your transactions. We do not control and are not responsible for any third-party wallet.

The Services also rely on and interoperate with third parties we do not control, including public and third-party RPC providers used to read from and write to the network, block explorers you may choose to visit, Robinhood Chain and any other public blockchain network the Services depend on, the issuer of the reserve asset, an email-delivery provider used only to relay support tickets you choose to submit, and hosting infrastructure. Some of these providers may, in the ordinary course of serving your requests, observe network-level information such as your IP address and the addresses or queries involved; your use of any third-party service is at your own risk and subject to that third party's terms.

We are not responsible or liable for the acts, omissions, availability, security, accuracy, or content of any third-party service, and inclusion of or reference to any third party — including any network, wallet, issuer, or venue we name — does not constitute an endorsement by them of us, or by us of them, and does not imply any affiliation, partnership, or sponsorship.

Except for content that is open-source, on-chain, or otherwise expressly made available under a separate license, the website, App, whitepaper, documentation, text, graphics, design, the Privé and usePrive names and marks, and other materials we provide are owned by us or our licensors and are protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose.

You may not copy, modify, distribute, sell, lease, reverse-engineer (except to the extent this restriction is prohibited by applicable law), or create derivative works from any part of the Services or our materials except as expressly permitted by us in writing or by an applicable open-source license. All rights not expressly granted are reserved. The names, logos, and marks of third parties are the property of their respective owners.

The Privé and usePrive names and marks may not be used to imply an affiliation, endorsement, or sponsorship that does not exist, or in a manner likely to cause confusion, including in connection with impersonation or fraudulent schemes.

You agree not to engage in, and not to attempt or assist others in, any of the following in connection with the Services.

• Violating any applicable law, regulation, or sanction, or using the Services to facilitate any unlawful activity.
• Using the privacy features to launder funds, conceal proceeds of crime, finance terrorism, evade sanctions, defeat a lawful investigation, or otherwise break the law.
• Accessing the Services from, or on behalf of anyone in, a prohibited jurisdiction, or while a sanctioned or restricted party.
• Interfering with, disrupting, overloading, or attempting to gain unauthorized access to the Services, our infrastructure, or any related systems, including via scraping, denial-of-service, or exploitation of vulnerabilities.
• Impersonating Privé, our team, or any other person or entity, or misrepresenting your affiliation with any of them.
• Introducing malware or malicious code, or submitting false, misleading, or abusive information, including through the support form or its anti-abuse mechanisms.
• Infringing the intellectual-property or other rights of any person, or using the Services to defraud, deceive, or harm others.

The Services and all related software, content, and materials are provided "as is" and "as available," with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of harmful components; that any defects will be corrected; that the results obtained from the Services will be accurate or reliable; that any token will maintain any value, peg, or liquidity; or that the immutable contracts are free of vulnerabilities. No external audit of the contracts has been performed, and we make no claim that any part of the system has been audited, certified, or reviewed by any third party. Any material downloaded or otherwise obtained through the Services is accessed at your own discretion and risk, and you are solely responsible for any resulting damage or loss.

No advice or information, whether oral or written, obtained from us or through the Services, creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you to the extent prohibited by applicable law.

To the fullest extent permitted by applicable law, in no event will Privé, its operators, affiliates, contributors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, digital assets, or business opportunity, arising out of or relating to your access to or use of, or inability to access or use, the Services or any tokens, whether based in contract, tort, negligence, strict liability, or any other legal theory, and whether or not we have been advised of the possibility of such damages.

Without limiting the foregoing, we are not liable for any loss arising from smart-contract defects or exploits, price volatility or loss of value or peg, irreversible or mistaken transactions, loss or compromise of your keys, recovery phrase, or note secrets, the acts or omissions of third-party wallets, RPC providers, or other third parties, network conditions, or your failure to comply with applicable law.

To the fullest extent permitted by law, our total aggregate liability for all claims relating to the Services will not exceed the greater of the total amount of fees you paid to us directly for use of the Services in the twelve months preceding the event giving rise to the claim, or one hundred U.S. dollars (USD 100). That figure is a placeholder in this draft and will be set in the version of these Terms that takes effect. Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you to the extent prohibited by applicable law; in such cases our liability is limited to the maximum extent permitted. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Privé, its operators, affiliates, contributors, and their respective officers, employees, agents, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your access to or use of the Services, your violation of these Terms, your violation of any law or of the rights of any third party, any tokens you acquire, hold, transfer, or dispose of, or any transaction you sign.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of that claim. This indemnification obligation survives the termination of these Terms and your use of the Services.

We may, at our discretion and without notice or liability, suspend, restrict, or discontinue the website or App, in whole or in part, or restrict your access to them, including where we reasonably believe doing so is necessary to comply with law, to protect the Services or other users, or to address a security issue. Because the underlying contracts are permissionless and immutable, any such action affects only our interface and does not, and cannot, affect your on-chain assets, your self-custody, or your ability to interact with the contracts directly.

You may stop using the Services at any time. The provisions of these Terms that by their nature should survive termination — including the token disclaimers, assumption of risk, disclaimers, limitation of liability, indemnification, governing law, and these general provisions — will survive.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the jurisdiction in which the operators of Privé are established, without regard to its conflict-of-laws principles. The courts of that jurisdiction will have exclusive jurisdiction to settle any such dispute, and you submit to their jurisdiction, except where mandatory law grants you the right to bring proceedings in, or requires application of the law of, another jurisdiction. The operating entity and its jurisdiction are not yet established; both will be named expressly in the version of these Terms that takes effect, in place of this placeholder.

Nothing in this section limits your responsibility to comply with the laws that apply to you in your own jurisdiction, and the choice of governing law above does not deprive you of the protection of any mandatory consumer or other laws of your place of residence that cannot be derogated from by agreement. To the extent permitted by applicable law, you and we agree that any dispute will be resolved on an individual basis and not as part of any class or representative proceeding.

These Terms, together with any policies expressly referenced in them (including our Privacy Policy), constitute the entire agreement between you and us regarding the Services and supersede any prior or contemporaneous understandings on that subject. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision, and no waiver is effective unless made in writing. You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent; we may assign these Terms in connection with a reorganization, transfer, or similar event. These Terms do not create any partnership, joint venture, agency, or employment relationship between you and us. We will not be liable for any failure or delay in performance to the extent caused by events beyond our reasonable control.

We may update or modify these Terms from time to time. When we do, we will revise the "Last updated" date shown above and post the updated Terms through the Services. Changes are effective when posted unless we indicate otherwise, and the first version to take effect will say so and will carry an effective date.

Your continued access to or use of the Services after the updated Terms take effect constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Services. We encourage you to review these Terms periodically.

If you have questions about these Terms, you can reach us through the support form on the website or by email at support@useprive.app.

Please do not include your recovery phrase, private keys, or shielded note secrets in any message to us; we will never ask for them, and anyone who does is attempting to defraud you.