1. Introduction and Acceptance

Welcome to Specie (“we,” “us,” “our”), a product of Untappd Labs Inc., a Delaware C Corporation doing business as “Specie.” These Terms of Service (“Terms”) govern your access to and use of the Specie platform, including our website application, APIs, and all related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you” shall include both you individually and the entity you represent.

If you do not have such authority, you must not access or use the Services on behalf of that entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Eligibility

To use the Services, you must:

• Be a legally formed and validly existing business entity in your jurisdiction of incorporation or organization.

• Be authorized to conduct cross-border trade, import/export activities, or international commercial transactions as applicable under local law.

• Not be located in, organized under the laws of, or a resident of any country or territory subject to comprehensive economic sanctions imposed by the United States (including, without limitation, those administered by the Office of Foreign Assets Control (“OFAC”)), the European Union, or the United Nations.

• Designate at least one authorized representative who is at least 18 years of age and has the legal capacity to enter into binding agreements.

• Successfully complete all applicable Know Your Customer (“KYC”) and Know Your Business (“KYB”) verification procedures as required by Specie and our regulated partners.

Specie may update or supplement eligibility requirements at any time to comply with applicable legal or regulatory obligations.

3. Description of Services

Specie provides a unified platform that enables businesses to send, receive, hold, convert, and manage funds across borders. Our Services include access to multi-currency accounts, foreign exchange conversion, international payment rails, treasury yield features, and related financial tools.

Specie is not a bank, money transmitter, broker-dealer, or investment advisor. We do not hold client deposits on our balance sheet. We are a technology platform that provides a user interface for you to access financial services delivered by our regulated third-party partners. User funds are held in self-custodial wallets or non-custodial smart contract accounts and are not commingled with Specie’s corporate funds.

Specie does not provide financial, investment, tax, or legal advice, and nothing in the Services should be construed as such advice.

Our Services are delivered through integrations with regulated and specialized partners.

Each of these partners has its own terms of service, privacy policies, and regulatory obligations that may apply to you in addition to these Terms. By using the Services, you acknowledge and agree to the applicable terms of our partners as presented to you during onboarding or use of specific features and acknowledge that Specie does not control and is not responsible for the services provided by such partners.

4. Account Registration and Security

To use the Services, you must create an account (“Account”) and provide accurate, complete, and current information about yourself and your business. You agree to update this information promptly if it changes.

You are solely responsible for maintaining the confidentiality and security of your Account credentials, including any passwords, passkeys, API keys, and wallet recovery information. You agree to notify us immediately at support@specie.finance if you become aware of any unauthorized access to or use of your Account.

Specie reserves the right to suspend or terminate your Account at any time if we reasonably believe that your Account has been compromised, that you have violated these Terms, or as required by applicable law or regulatory guidance, or where necessary to comply with sanctions programs, court orders, or regulatory requests. 

5. Self-Custodial Wallets and Fund Custody

Specie utilizes self-custodial wallet technology. When you create an Account, a wallet is generated for you. Neither Specie nor its partners have unilateral access to your wallets or the ability to move your funds without your authorization.

You are solely responsible for your wallet and the funds held therein. Specie does not custody, control, or hold your funds at any time. If you lose access to your wallet and are unable to recover it through the available recovery mechanisms, your funds may be permanently inaccessible. Specie shall have no liability for any such loss including losses resulting from irreversible blockchain transactions or loss of wallet credentials.

6. Treasury and Yield Services

Specie offers a treasury feature that allows you to allocate funds to yield-generating strategies through partner non-custodial infrastructure. By default, funds held in your Account may be automatically allocated to these strategies unless you opt out through your account settings. When this feature is active:

• Your funds are deposited into an individually assigned on-chain Safe smart contract account. Your funds are not pooled with other users’ funds.

• Yield is generated through on-chain decentralized finance (DeFi) strategies managed by an automated system, which routes funds into diversified yield venues using delta-neutral strategies with automated risk controls.

• There is inherent risk in DeFi yield strategies, including but not limited to smart contract risk, protocol risk, market risk, liquidity risk, and the risk of partial or total loss of funds.

• Specie does not guarantee any specific rate of return. Past performance is not indicative of future results.

• You may withdraw your funds from the treasury at any time, subject to on-chain processing times. Specie may move funds between treasury strategies and available balances as needed to facilitate withdrawals, payments, or other transactions.

You may opt out of participation in the treasury feature at any time through your account settings.

You acknowledge that use of this treasury feature may involve interaction with decentralized finance protocols and smart contracts that operate independently of Specie and may be outside of Specie’s control.

THE TREASURY FEATURE IS NOT A BANK ACCOUNT, DEPOSIT ACCOUNT, SAVINGS ACCOUNT, OR INVESTMENT PRODUCT. FUNDS ALLOCATED TO TREASURY ARE NOT INSURED BY THE FDIC, SIPC, OR ANY GOVERNMENT AGENCY. YOU BEAR THE FULL RISK OF LOSS.

7. Payments, Transfers, and Foreign Exchange

Specie facilitates cross-border payments and foreign exchange conversions through our partner network. When you initiate a payment or conversion:

• Fiat on-ramp and off-ramp services are provided depending on the corridor, currency pair, and transaction type.

• Foreign exchange rates are provided as live, competitive quotes at or near mid-market rates. Rates are subject to change and are locked only upon your confirmation of a transaction.

• Settlement times vary by corridor and payment method. Some corridors support near-instant settlement; others may require one or more business days and may depend on the availability and performance of third-party payment networks, financial institutions, or blockchain infrastructure providers.

• All transactions are final and non-reversible once confirmed and submitted to the underlying payment network or blockchain, except as required by applicable law.

• You are responsible for providing accurate recipient information. Specie is not liable for losses resulting from incorrect payment details provided by you.

8. Fees

Specie charges fees for certain Services, which may include transaction fees, foreign exchange spreads, and other charges as disclosed to you prior to confirmation of each transaction. All applicable fees will be clearly displayed before you authorize a transaction.

We reserve the right to modify our fee schedule at any time. Material changes to fees will be communicated to you with reasonable advance notice. Continued use of the Services after such notice constitutes acceptance of the updated fees.

9. Compliance and Regulatory Obligations

You represent and warrant that your use of the Services complies with all applicable laws and regulations in every jurisdiction in which you operate, including but not limited to anti-money laundering (AML) laws, counter-terrorism financing (CTF) requirements, tax reporting obligations, foreign exchange controls, import/export regulations, and sanctions requirements.

Specie and our partners conduct KYC, KYB, and ongoing transaction monitoring as required by applicable law. You agree to cooperate fully with any information requests and acknowledge that we may be required to report certain transactions or account information to regulatory authorities.

Specie reserves the right to refuse, delay, freeze, reverse, block, or cancel any transaction if we reasonably believe it may violate applicable law, these Terms, or the terms of our partners.

Specie may also take such actions to comply with sanctions programs, anti-money laundering obligations, fraud prevention measures, or requests from regulatory authorities or financial institution partners.

10. Prohibited Activities

You agree not to use the Services for any unlawful purpose or in violation of these Terms. Prohibited activities include, without limitation:

• Money laundering, terrorist financing, or sanctions evasion.

• Fraud, unauthorized access to others’ accounts, or identity theft.

• Operating or transacting on behalf of individuals or entities in jurisdictions subject to comprehensive sanctions.

• Engaging in transactions involving proceeds of illegal activity.

• Using the Services for personal, consumer, or non-business purposes (the platform is designed for business users).

• Attempting to reverse-engineer, decompile, or otherwise interfere with the platform’s technology or security.

• Using the Services to circumvent foreign exchange controls or capital controls in any jurisdiction.

• Using the Services in connection with activities that violate applicable financial crime, sanctions, or export control laws.

11. Intellectual Property

All content, trademarks, logos, software, and technology comprising the Services are the property of Untappd Labs Inc. or its licensors. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms. You may not copy, modify, distribute, sell, or create derivative works based on the Services without our prior written consent. All rights not expressly granted to you under these Terms are reserved by Untappd Labs Inc. or its licensors.

12. Disclaimers and Limitation of Liability

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Specie does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not guarantee the accuracy or completeness of any exchange rates, yield estimates, or other financial information displayed on the platform.

Without limiting the foregoing, Specie shall not be responsible for losses resulting from blockchain network failures, smart contract vulnerabilities, protocol exploits, third-party service outages, or market volatility affecting digital assets or decentralized finance protocols.

To the maximum extent permitted by applicable law, in no event shall Specie, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to your use of or inability to use the Services, regardless of the theory of liability.

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to Specie during the twelve (12) months immediately preceding the event giving rise to the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Specie, Untappd Labs Inc., and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your violation of any third party’s rights.

14. Third-Party Services

The Services integrate with third-party providers. Specie is not responsible for the acts, omissions, availability, or performance of any third-party service, including financial institutions, payment networks, or blockchain infrastructure providers integrated with the Services. Your use of third-party services is subject to their respective terms and conditions, and any disputes arising from such use should be directed to the applicable third party.

Specie does not endorse, guarantee, or assume responsibility for any product, service, or content offered by third parties.

15. Suspension and Termination

Specie may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Grounds for suspension or termination include, but are not limited to, violation of these Terms, suspicion of fraudulent or illegal activity, failure to complete required verification, or a request from a regulatory authority.

Upon termination, you will retain access to any funds held in your self-custodial wallet, as Specie does not control those funds. However, you may lose access to platform features required to initiate off-ramp transactions, in which case you may need to use alternative means to manage your on-chain assets.

Specie may also suspend or terminate your access to the Services where necessary to comply with applicable law, sanctions programs, or regulatory guidance.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or remotely at the mutual agreement of the parties. The arbitrator’s decision shall be final and binding.

You agree that any claims will be brought solely in your individual or business capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

17. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice by updating the “Effective Date” at the top of these Terms and, where practicable, notifying you via email or through the platform. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms.

18. Miscellaneous

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, together with our Privacy Policy and any additional terms presented to you for specific features, constitute the entire agreement between you and Specie regarding the Services.

Force Majeure. Specie shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet outages, blockchain network disruptions, or failures of third-party infrastructure providers.

19. Contact Information

If you have questions about these Terms, please contact us at:

Untappd Labs Inc., DBA Specie

Email: support@specie.finance

Website: specie.finance