These Platform Terms and Conditions (the "Terms") govern access to and use of the Opal website, platform, smart-contract interfaces, $USDop issuance and redemption functionality, wallet-connected services, strategy access features, Variable Rewards, fiat access features and related services made available by OPALIR (BVI) Ltd.
Please read these Terms carefully. By creating an account, connecting or using a wallet, purchasing, holding or redeeming $USDop, accessing any Strategy, using any fiat access feature or otherwise using the Platform, you agree to be bound by these Terms.
Important summary
- Opal is not a bank, broker, exchange, investment adviser, discretionary manager, trustee, fiduciary or provider of payment accounts.
- $USDop is issued through Opal's issuance structure. Opal will maintain Reserve Assets supporting issued $USDop.
- $USDop holder rights are contractual rights under these Terms, including the redemption rights described below.
- Variable Rewards, where enabled, are discretionary, variable and not assured. They may be changed, suspended or withdrawn.
- Strategies are user-selected. Opal facilitates access to Strategies but does not make allocation decisions for you.
- You are responsible for assessing whether use of the Platform, $USDop or any Strategy is suitable, lawful and appropriate for you.
1. About Opal and these Terms
1.1 The Platform is operated by OPALIR (BVI) Ltd, a company incorporated in the British Virgin Islands and registered office at Quijano Chambers, PO Box 3159, Road Town, Tortola, VG1110, British Virgin Islands ("Opal", "we", "us" or "our").
1.2 These Terms apply to each person or entity that accesses or uses the Platform, creates an Account, connects or uses a wallet, purchases, holds or redeems $USDop, accesses any Strategy, uses any fiat access feature made available through a third-party provider, or otherwise interacts with Opal services ("you" or "User").
1.3 If you use the Platform on behalf of a company, fund, trust, partnership, institution or other organisation, you represent that you are authorised to bind that organisation and that references to "you" include that organisation and its authorised users.
1.4 Additional product terms, Strategy Terms, disclosures, notices, smart-contract terms or third-party terms may apply to particular services. If there is a conflict between these Terms and specific terms applicable to a particular Strategy or feature, the specific terms will apply to that Strategy or feature to the extent of the conflict.
1.5 Opal may make different products, features, jurisdictions, networks, assets, Strategies or levels of access available to different Users. Availability of a product or feature to one User does not mean that it is available to any other User.
1.6 These Terms are intended to govern the Platform at its current stage of development and to provide a framework for future features. Opal may introduce additional terms or update these Terms before enabling new products, jurisdictions, features or functionality.
2. Definitions and interpretation
In these Terms, the following definitions apply unless the context requires otherwise.
2.1 "Account" means the account created by or for a Useronthe Platform.
2.2 "Applicable Law" means any law, regulation, rule, order, sanctions regime, regulatory requirement, guidance, market standard or legal obligation applicable to Opal, you, the Platform, $USDop, a Strategy or any relevant transaction.
2.3 "Business Day" means a day other than a Saturday, Sunday or public holiday on which commercial banks and relevant markets are generally open for business in the jurisdiction relevant to the transaction.
2.4 "Express Redemption" means an optional faster redemption process that Opal may make available from time to time, subject to liquidity, operational availability, compliance checks and any applicable service fee.
2.5 "Platform" means the Opal website, application, smart-contract interfaces, user account system, wallet-connected interfaces, strategy access interface, $USDop minting and redemption functionality, data, content and related services.
2.6 "Reserve Assets" means assets maintained by Opal to support issued $USDop, which may include short-dated U.S. Treasury Bill exposure, tokenised Treasury Bill units, USDC, USDT or other assets determined by Opal from time to time.
2.7 "Strategy" means a vault, strategy, product, protocol or other opportunity made accessible through the Platform and operated, managed, sponsored or made available by an external manager, protocol, smart contract or other third party.
2.8 "Strategy Terms" means the terms, disclosures, risk notices, lock-up mechanics, fee terms, redemption mechanics, eligibility requirements and other rules applicable to a Strategy.
2.9 "Variable Rewards" means any variable rewards, yield-linked benefits, distributions, additional $USDop or other economic benefit that Opal may, at its discretion, make available to eligible $USDop holders or eligible Users.
2.10 "$USDop" means the Opal USDop token issued through Opal's issuance structure.
2.11 References to "including" are illustrative and do not limit the general wording that precedes them. References to a person include individuals and legal entities. References to a transaction include an on-chain transaction, smart-contract interaction, platform instruction or other relevant operation.
3. Eligibility, access and restrictions
3.1 You may use the Platform only if you have legal capacity to enter into these Terms, are not prohibited from using the Platform under Applicable Law, and comply with all eligibility requirements that Opal applies from time to time.
3.2 You must not access or use the Platform if you are the subject of sanctions, are located in or ordinarily resident in a sanctioned or restricted territory, are owned or controlled by a sanctioned person, or are otherwise prohibited from using the Platform under Applicable Law. For these purposes, Opal may determine and update the jurisdictions, territories, persons, wallets and activities treated as restricted or sanctioned by reference to Applicable Law, sanctions screening, blockchain analytics, third-party provider requirements and Opal's internal compliance and risk controls
3.3 You must not use the Platform to evade sanctions, conceal the origin or ownership of assets, facilitate unlawful activity, act for a prohibited person, or assist any person who is not eligible to use the Platform.
3.4 Opal may restrict, suspend or refuse access to any User, wallet, transaction, product, Strategy, Variable Rewards or Platform feature where Opal considers it necessary or appropriate for legal, regulatory, sanctions, compliance, operational, security, commercial or risk reasons.
3.5 Opal does not market or target the United Kingdom market. Variable Rewards are not available to UK Users unless Opal determines that making them available is lawful and appropriate.
3.6 If you are a U.S. person, you may access Variable Rewards only if you are an accredited investor and your access is lawful under applicable U.S. law. Opal may request information or evidence to verify eligibility at any time.
3.7 Different products or features may be available only to certain Users, user types or jurisdictions. Access to $USDop does not mean that you are eligible for Variable Rewards, a Strategy, fiat access features or any other product or feature.
3.8 You are responsible for ensuring that your use of the Platform, $USDop, Variable Rewards, fiat access features and Strategies is lawful in your jurisdiction and appropriate for your circumstances.
3.9 Institutional Users are responsible for ensuring that each authorised user, employee, officer, contractor, agent or representative accessing the Platform on their behalf has authority to do so and complies with these Terms.
4. Accounts, wallets and security
4.1 To use the Platform, you may be required to create an Account and complete onboarding steps determined by Opal. Institutional Users may designate authorised users, subject to Opal's onboarding and access controls.
4.2 The Platform may provide access to a non-custodial wallet solution powered by Privy or another third-party wallet infrastructure provider, or may permit you to connect an external wallet.
4.3 Opal does not hold your private keys and is unable to restore access to your wallet if access credentials are lost. You are responsible for understanding and accepting the consequences of using a non-custodial wallet.
4.4 Before you initiate a purchase of $USDop or allocate assets to a Strategy, assets in your wallet remain controlled by you through your wallet. Opal is unable to move, redirect or transact with those assets unless you initiate or approve the relevant on-chain transaction or smart-contract interaction.
4.5 Your Account may be accessed using email, password, one-time password, multi-factor authentication, embedded wallet technology, third-party authentication or other access methods. You are responsible for keeping all access credentials, devices and authorised users secure.
4.6 Opal is not responsible for loss arising from compromised credentials, wallet misuse, unauthorised access caused by you or your authorised users, malware, phishing, social engineering, device compromise, loss of access to your wallet, or use of an unsupported network or address.
4.7 You must ensure that any wallet address, network, token, amount or instruction used on the Platform is accurate. Blockchain transactions may be irreversible. Opal may be unable to recover assets sent to the wrong address, wrong network, incompatible contract or unsupported token.
4.8 Opal may block, restrict or prevent wallet or token actions where required or considered appropriate for sanctions, AML, fraud prevention, legal, regulatory, technical, market integrity, security or platform protection reasons.
4.9 Use of Privy or any third-party wallet infrastructure is also subject to the relevant third-party terms and technical limitations. Opal may change wallet infrastructure providers or supported wallet functionality from time to time.
5. Legal nature of $USDop and Reserve Assets
5.1 $USDop is a digital token issued through Opal's issuance structure. It is designed to be supported by Reserve Assets maintained by Opal.
5.2 When you purchase $USDop, your payment is accepted through the relevant smart-contract process and $USDop is issued to your wallet. Your rights as a holder of $USDop are the rights set out in these Terms, including the redemption rights described in Section 9.
5.3 Reserve Assets are maintained by Opal and are not held on trust, as client assets or in custody for individual $USDop holders. A $USDop holder does not have a proprietary interest in any specific Reserve Asset, Treasury Bill, tokenised Treasury Bill unit, wallet, account or other asset maintained by Opal.
5.4 Opal will maintain Reserve Assets supporting issued $USDop. Reserve Assets may include short-dated U.S. Treasury Bill exposure, tokenised Treasury Bill units and/or USDC/USDT liquidity and may vary over time to support platform operation, issuance, redemption and liquidity management.
5.5 Reserve Assets may be held through one or more custodians, banks, transfer agents, tokenisation platforms, wallets, exchanges, payment providers or other third-party service providers. Opal may change reserve providers, reserve composition and custody arrangements from time to time.
5.6 Opal may maintain operational liquidity in USDC, USDT or other assets to support minting, redemption, Express Redemption, settlement timing, market disruption, Business Day timing and ordinary platform operation.
5.7 There may be timing differences between the issuance of $USDop and the acquisition, settlement, conversion or rebalancing of Reserve Assets, including where $USDop is purchased outside normal Business Days or outside the operating hours of relevant markets, custodians, payment providers or reserve providers.
5.8 Opal may publish information about Reserve Assets, reserve composition, reserve providers, audits, attestations or on-chain holdings. Such information is provided for transparency and may be updated, delayed, estimated, rounded or subject to third-party data limitations.
5.9 $USDop is not issued by a bank. It is not a bank account, payment account or government-issued currency. It is not insured or protected by any deposit protection scheme, investor compensation scheme or equivalent arrangement.
5.10 Holding $USDop does not give you any shareholder, governance, voting, ownership, security, trust, fiduciary or management right in Opal, any Reserve Asset or any Strategy, except to the extent expressly stated in separate terms for a separate token or product.
5.11 The market value of $USDop on third-party venues, decentralised exchanges, protocols or secondary markets may differ from the redemption amount available through the Platform. Opal is not responsible for third-party market pricing, liquidity, slippage, fees or execution.
6. Purchasing and minting $USDop
6.1 At launch, $USDop may be purchased using USDC or USDT through the Platform. Opal may add, remove or restrict supported assets, networks, wallets or purchase routes at any time.
6.2 A User may hold USDC or USDT in their non-custodial Platform wallet before purchasing $USDop. When the User elects to purchase $USDop, the User initiates the relevant transaction through the Platform and the assets are transferred into the relevant Opal smart-contract process.
6.3 Once the purchase transaction is completed and the relevant smart contract receives the purchase assets, $USDop is issued to the User's wallet. Opal does not charge a mint fee unless otherwise displayed or notified.
6.4 The minimum purchase amount is USD 100 or such other amount as Opal may specify from time to time. Opal may apply technical, compliance, network or operational limits even where no maximum purchase amount is generally stated.
6.5 If a purchase transaction fails before completion, the relevant assets will be returned to the source wallet where technically and legally possible. If the smart contract receives the purchase assets and the transaction completes, $USDop will be issued in accordance with the smart-contract process.
6.6 A purchase may fail or be delayed due to network congestion, unsupported assets, unsupported networks, wallet issues, smart-contract conditions, technical errors, compliance controls, sanctions screening, Platform controls or other operational conditions.
6.7 Opal may pause, restrict or modify purchasing or minting functionality at any time for legal, regulatory, sanctions, compliance, operational, market, liquidity, technical, security or risk reasons.
6.8 You are responsible for ensuring that you use the correct asset, network, wallet and amount when purchasing $USDop. Opal may be unable to recover assets sent incorrectly or outside the supported purchase process.
6.9 Opal may refuse or restrict future purchases by a User or wallet even if previous purchases have been completed.
7. Variable Rewards
7.1 Opal may, at its discretion, make Variable Rewards available to eligible Users or eligible $USDop holders. Variable Rewards may be paid or reflected through an increased $USDop balance or through another mechanism determined by Opal.
7.2 Variable Rewards are discretionary, variable and not assured. They may change over time, may be zero, may be unavailable to some Users or jurisdictions, and may be reduced, suspended or discontinued by Opal at any time.
7.3 Any APY or rate shown on the Platform in relation to Variable Rewards is current, indicative and variable. It is not a promise of future return and does not mean that the same rate will continue for any period.
7.4 Variable Rewards are not interest on client assets and do not create any ownership interest in Reserve Assets. Nothing in these Terms requires Opal to distribute, pass through or credit any specific economic benefit generated from Reserve Assets.
7.5 Variable Rewards may be made available only where Opal determines that the User, product, jurisdiction and feature are eligible. Variable Rewards are not available to UK Users unless Opal determines that making them available is lawful and appropriate.
7.6 If you are a U.S. person, you may access Variable Rewards only if you are an accredited investor and your access is lawful under applicable U.S. law. Opal may request information or evidence to verify eligibility at any time.
7.7 Opal may make activity-based rewards available to eligible Users who complete qualifying Platform actions. Activity Rewards are promotional, discretionary and based on Platform participation. They are not interest on $USDop, are not paid merely for holding $USDop, and do not represent a pass-through of income generated from Reserve Assets.
7.8 Variable Rewards may accrue, be calculated, be displayed or be credited at intervals determined by Opal. No entitlement to any Variable Reward arises unless and until the relevant amount is actually credited in accordance with the Platform process.
7.9 Opal may correct, reverse, reduce, withhold or claw back Variable Rewards that are credited in error, generated through abuse, affected by technical error, credited to an ineligible User, or otherwise not properly payable under these Terms.
7.10 Opal may retain any economic benefit, margin, spread, interest, reward, fee or other return associated with Reserve Assets or Platform activity except to the extent Opal chooses to make Variable Rewards available to eligible Users.
8. Fiat access features
8.1 Opal may make fiat purchase, fiat redemption, bank transfer or similar fiat access features available through third-party providers. Such features are not available unless and until enabled on the Platform.
8.2 Fiat access features are provided by third-party banking, payment, exchange or on/off-ramp providers. Opal does not maintain User fiat balances or provide payment accounts.
8.3 Use of fiat access features may be subject to additional terms, onboarding, KYC, bank account verification, limits, fees, chargeback or reversal rules, processing times and restrictions imposed by the relevant third-party provider.
8.4 Opal may require that fiat payments are made from or to a bank account in the name of the verified User or otherwise satisfy the requirements of the relevant third-party provider. Opal and its providers may reject third-party payments, mismatched accounts, unsupported banks or transactions that raise compliance or operational concerns.
8.5 Opal is not responsible for delays, rejections, reversals, account closures, compliance checks, fees, outages, errors or other acts or omissions of third-party fiat access providers, except to the extent expressly required by Applicable Law.
8.6 Chargebacks, reversals, recalls, failed transfers, bank errors and payment disputes may affect your access to the Platform, purchase completion, redemption processing or future eligibility.
8.7 Opal may suspend, alter or withdraw fiat access features at any time.
9. Redemption of $USDop
9.1 A holder may submit $USDop for redemption through the Platform, subject to these Terms, any applicable checks, operational availability and Platform controls. The minimum standard redemption amount is USD 1,000 or such other amount as Opal may specify from time to time.
9.2 A User may elect to receive redemption proceeds in USDC or USDT, subject to availability, compliance checks and supported networks.
9.3 When you initiate a redemption, the submitted $USDop will be burned or otherwise irrevocably committed to the redemption process. From that point, your rights in respect of the submitted $USDop convert into a contractual redemption claim against Opal for the applicable redemption amount.
9.4 $USDop is designed to be redeemable for a corresponding USD-denominated redemption amount through the redemption process set out in these Terms. The redemption amount may take account of the relevant $USDop amount, applicable fees, network or third-party costs, settlement mechanics and any exceptional event affecting redemption.
9.5 Standard redemption is normally processed on a T+5 Business Day basis. Business Days exclude weekends, public holidays and days on which relevant banking, payment, blockchain, custodian, exchange or Treasury Bill markets are not operating normally.
9.6 Redemption may require KYC, AML, sanctions, wallet screening, source-of-funds, source-of-wealth or other checks. Opal may request information from you before, during or after a redemption request. If required checks are not satisfied, Opal may delay, suspend or reject the redemption.
9.7 If a redemption cannot be completed after initiation, Opal may reissue or reinstate the relevant $USDop to the originating wallet, maintain a pending redemption claim, reject the redemption, or take such other action as Opal considers appropriate having regard to Applicable Law, technical feasibility, compliance requirements and User protection.
9.8 Once a redemption has been initiated, it may not be cancelled by the User unless Opal makes cancellation functionality available or agrees otherwise.
9.9 Opal may use available USDC/USDT liquidity, proceeds from Reserve Assets, third-party liquidity arrangements, internal liquidity processes or other permitted liquidity sources to satisfy redemption claims. The operational method used to source liquidity is determined by Opal.
9.10 Opal may pause, delay, restrict or modify redemption functionality where Opal considers it necessary or appropriate due to sanctions, AML or fraud concerns, legal or regulatory requirements, security incidents, smart-contract issues, exchange or custodian disruption, blockchain outages, Treasury Bill market disruption, liquidity conditions, third-party provider failure or any other event affecting orderly redemption.
9.11 A redemption may be delayed, rejected or returned if you request payment to an unsupported network, incompatible token address, sanctioned address, incorrect address, third-party address, unverified wallet or other destination that Opal or its providers do not support.
9.12 Opal is not responsible for loss arising from incorrect redemption instructions, unsupported networks, wrong addresses, wallet compromise, blockchain finality, network congestion or third-party processing failures.
9.13 Opal may introduce, modify or remove redemption limits, cut-off times, processing windows, operational controls or additional verification steps at any time.
10. Express Redemption
10.1 Opal may make Express Redemption available from time to time. Express Redemption is intended to provide faster redemption processing, usually in hours of the User's request, but it is not assured and may not be available for all Users, assets, networks, jurisdictions, amounts or market conditions.
10.2 Express Redemption is subject to available liquidity, operational availability, compliance checks, wallet screening, network conditions, applicable limits and any other parameters applied by Opal.
10.3 Where Express Redemption is made available and completed, Opal may charge a service fee of 20 bps or such other fee as may be displayed at the time of request. The fee applies only if Express Redemption is honoured. If Express Redemption fails or is unavailable and the request is processed as a standard redemption, the Express Redemption service fee will not be charged or will be refunded.
10.4 Opal may withdraw, suspend, limit or change Express Redemption at any time. Standard redemption will remain subject to the standard redemption process and timing described in these Terms.
10.5 Express Redemption may depend on liquidity sources, market conditions, smart-contract functionality, reserve liquidity, third-party providers or other operational processes that are not available at all times.
11. Strategies and vault access
11.1 The Platform may allow Users to access Strategies operated, managed, sponsored or made available by external managers, protocols, smart contracts or other third parties. Opal facilitates access to Strategies through platform infrastructure but does not act as discretionary manager, investment adviser or manager for Users.
11.2 Each Strategy may be subject to separate Strategy Terms. By allocating to a Strategy, you agree to the relevant Strategy Terms and any risk, fee, lock-up, redemption, liquidity, eligibility and operational terms applicable to that Strategy.
11.3 Users choose whether to allocate to a Strategy. Opal does not automatically allocate, rebalance or rotate User assets between Strategies. Any allocation must be initiated by the User through the Platform unless separate terms expressly provide otherwise.
11.4 Opal may curate, review, diligence, list, remove, suspend, categorise or display Strategies. Opal may provide factual information, analytics, manager information, risk categories, estimated APYs, historical performance and educational content. Such information is not personalised advice or a recommendation that a Strategy is suitable for you.
11.5 Strategy returns, APYs or performance information may be estimated, historical, forward-looking or based on manager-provided data. They are not assured. Strategies may lose value, including principal, and may be subject to lock-ups, liquidity limits, operational failures, manager error, market movement, counterparty risk, protocol risk and other risks.
11.6 The external manager or relevant Strategy structure is responsible for operating the Strategy and calculating NAV or equivalent position value under the applicable framework. Opal may facilitate display, reporting and distribution through platform infrastructure, using Strategy assets or proceeds made available through the Strategy.
11.7 Strategy positions may be represented by on-chain tokens, vault tokens or other records. Transferability, if any, is governed by the relevant Strategy Terms and Applicable Law. Opal does not operate a secondary market, exchange, order book or matching facility for Strategy interests.
11.8 Opal may charge a platform fee in connection with Strategies, including a fee on value or such other amount displayed on the Platform or in the relevant Strategy Terms. Values displayed on the Platform may be net of applicable fees. Opal may vary fees at any time.
11.9 Some Strategies may be available only to certain User types, jurisdictions, entities, accredited investors, professional investors or other eligible Users. Opal may require additional information before permitting access to a Strategy.
11.10 A Strategy may have its own subscription process, redemption process, lock-up, withdrawal queue, liquidity terms, NAV process, fee structure, performance calculation, manager discretion, settlement cycle and risk profile. You are responsible for reviewing the relevant Strategy Terms before allocating.
11.11 Opal may suspend, restrict or remove access to a Strategy if Opal considers it necessary or appropriate for legal, regulatory, sanctions, operational, security, risk, manager performance, liquidity, technical or user protection reasons.
11.12 Opal may receive fees, revenue share, platform fees, performance fee share, referral fees, spreads or other economic benefits in connection with Strategies. Values displayed on the Platform may be net of such fees or benefits.
11.13 Opal's diligence, review or monitoring of a Strategy or manager is for Opal's own platform purposes. It does not constitute an endorsement, guarantee, recommendation or assumption of responsibility for the Strategy.
12. Opal's role and important limitations
12.1 Opal provides platform infrastructure, smart-contract interfaces, account access, $USDop issuance and redemption functionality, information displays and Strategy access features. Opal does not provide personalised investment advice, discretionary management, brokerage, exchange services, payment accounts, banking services, fiduciary services or trustee services.
12.2 Users make their own decisions. They are solely responsible for determining whether $USDop, Variable Rewards, any Strategy or any Platform feature is lawful, suitable and appropriate for them.
12.3 Opal may review or diligence managers and Strategies before making them accessible through the Platform, but that review does not remove the User responsibility for assessing the Strategy and does not make Opal responsible for the manager's decisions, performance, acts, omissions, losses or failures.
12.4 Opal may develop automated, agentic, rules-based or AI-supported tools. Unless expressly stated in separate terms, such tools are informational, user-directed or execution-support tools and do not constitute discretionary management, personalised advice or automatic allocation by Opal.
12.5 No content on the Platform is intended as financial, investment, legal, tax, accounting or other professional advice. All users should obtain their own advice where appropriate.
12.6 Opal may display product information, risk categories, historical data, estimated returns, manager materials, educational content, analytics, rankings or other information. Such information is general and factual in nature and should not be treated as an assessment of your personal circumstances.
12.7 Nothing on the Platform should be treated as an invitation, recommendation or offer where such invitation, recommendation or offer would be unlawful in your jurisdiction.
13. Future features
13.1 Opal may from time to time introduce, test, modify or withdraw new products, features, chains, fiat rails, reward mechanisms, points programmes, incentive programmes, automated tools, agentic functionality, Strategies or other platform functionality.
13.2 Any future product, feature, token, points programme, incentive, allocation or automated functionality may be subject to separate terms, eligibility criteria, restrictions, lock-ups, transfer limitations, tax treatment, regulatory requirements and jurisdictional availability.
13.3 Nothing in these Terms gives you any right to receive any token, governance right, points, airdrop, allocation, incentive, fee share, protocol right or future product benefit unless expressly stated in separate terms.
13.4 Unless expressly stated in separate terms and made available in accordance with Applicable Law, any automated, agentic, rules-based or AI-supported functionality is informational, user-directed or execution-support functionality and does not constitute discretionary management, personalised advice or automatic allocation by Opal.
14. Compliance, KYC, AML and sanctions
14.1 Opal may carry out KYC, AML, sanctions, wallet screening, transaction monitoring, source-of-funds, source-of-wealth and other checks where required or considered appropriate. Checks may be carried out before or after access to any Platform feature, purchase, redemption, Variable Rewards or Strategy allocation.
14.2 Opal uses internal review processes and may use third-party providers, including blockchain analytics and sanctions screening providers such as Chainalysis. Opal may request additional information or documents from you at any time.
14.3 You must provide accurate, complete and current information and must not use the Platform for unlawful, fraudulent, sanctioned, abusive, manipulative, deceptive or prohibited activity.
14.4 Opal may block, freeze, restrict, reject, delay, reverse where possible, or otherwise prevent actions involving any Account, wallet, $USDop, Strategy position or transaction where Opal considers it necessary or appropriate for compliance, sanctions, AML, fraud prevention, legal, regulatory, security or platform protection reasons.
14.5 Opal may share information with banks, payment providers, custodians, exchanges, managers, wallet providers, professional advisers, regulators, courts, law enforcement, government authorities and other third parties where required or considered appropriate for compliance, legal, regulatory, operational, security or risk purposes.
14.6 Opal is not required to disclose details of any compliance, sanctions, AML, fraud, wallet screening, transaction monitoring or risk decision where disclosure may compromise controls, breach law, prejudice an investigation or expose Opal or any third party to risk.
14.7 You must promptly provide any information Opal reasonably requests in connection with your identity, authority, beneficial ownership, source of funds, source of wealth, tax status, wallet ownership, transaction purpose, institutional authority or eligibility.
14.8 If you do not provide requested information, or if Opal is unable to verify information to its satisfaction, Opal may restrict, suspend, delay or refuse access to any Platform feature or transaction.
14.9 Sanctions, AML, law enforcement or regulatory obligations may override ordinary platform functionality, including minting, redemption, Variable Rewards, Strategy access, wallet actions and support processes.
15. Prohibited use
15.1 You must not use the Platform, $USDop, Variable Rewards, Strategies or any wallet or smart-contract functionality for any unlawful, restricted, abusive or harmful purpose.
15.2 Prohibited uses include money laundering, terrorist financing, sanctions evasion, fraud, scams, market manipulation, cybercrime, ransomware, darknet market activity, illegal gambling, illegal drugs, weapons trafficking, human trafficking, child exploitation, corruption, tax evasion, unauthorised financial services, circumvention of Platform controls or activity that Opal considers harmful to the Platform or other Users.
15.3 You must not attempt to exploit, manipulate, reverse engineer, disrupt, overload, scrape, bypass, interfere with or gain unauthorised access to the Platform, any smart contract, oracle, API, wallet, Account, system, network or third-party service.
15.4 You must not use the Platform on behalf of, or for the benefit of, any sanctioned, restricted or prohibited person.
16. Platform controls and emergency powers
16.1 Opal may at any time pause, suspend, restrict, alter or discontinue any part of the Platform, including minting, redemption, Express Redemption, Variable Rewards, Strategy access, fiat access features, wallets, smart-contract interfaces, Account access or any specific User, wallet, network, asset or jurisdiction.
16.2 Opal may change custodians, reserve providers, exchanges, payment providers, wallet providers, Strategy providers, smart-contract architecture, networks, supported assets, redemption mechanics, fees, limits or operational processes.
16.3 Opal may take emergency action in response to or in anticipation of sanctions issues, hacks, exploits, oracle failures, smart-contract bugs, chain halts, exchange or custodian failures, fiat rail failures, Treasury Bill market disruption, liquidity stress, regulatory concerns, suspected fraud, operational incidents or any event that Opal considers may affect Users, Opal, the Platform, Reserve Assets, $USDop or Strategies.
16.4 Emergency action may include pausing contracts, preventing token movement, restricting wallets, delaying redemption, disabling Strategies, changing supported providers, migrating functionality, communicating with third parties or taking any other action Opal considers appropriate.
16.5 Opal may implement upgrades, migrations, contract changes or replacement contracts. Where a migration is required, you may need to take action to continue using a product or feature. Opal may restrict legacy functionality where necessary to protect the Platform or complete a migration.
16.6 Opal may set, change or remove limits relating to purchases, redemptions, Express Redemption, Strategy allocations, withdrawals, wallet activity, jurisdiction access, transaction size, transaction frequency or any other Platform operation.
17. Key risks
17.1 Use of the Platform, $USDop, Variable Rewards and Strategies involves risk. You should understand those risks before using the Platform.
17.2 $USDop and Reserve Assets may be affected by reserve risk, stablecoin risk, liquidity risk, settlement risk, custodian risk, counterparty risk, exchange risk, tokenised asset risk, operational risk, legal risk and regulatory risk. Redemptions may be delayed or affected by market conditions, settlement cycles, provider outages, technical incidents, compliance checks, liquidity conditions or exceptional events.
17.3 Strategies may involve additional risks, including loss of principal, market volatility, leverage, derivatives, basis risk, protocol risk, smart-contract risk, exchange risk, manager error, underperformance, liquidity restrictions, delayed withdrawals and external manager failure.
17.4 Blockchain transactions may be irreversible. Wallets, networks, protocols, smart contracts, bridges, exchanges, custodians, payment providers and other third parties may fail, be compromised, delay transactions, reject transactions or become unavailable.
17.5 $USDop, Variable Rewards and Strategies are not bank deposits and are not protected by any deposit protection scheme, investor compensation scheme, government guarantee or equivalent arrangement unless expressly stated by the relevant provider under separate terms.
17.6 Regulation of digital assets, stablecoins, tokenised assets, rewards, strategies, on-chain vaults and related products is evolving. Changes in law, regulation, regulatory interpretation, enforcement approach or market practice may affect the Platform, $USDop, Variable Rewards, Strategies, redemption, eligibility or availability.
17.7 Information displayed on the Platform may be based on third-party data, blockchain data, manager data, estimates or calculations that may be delayed, incomplete, inaccurate, unavailable or subject to revision.
18. Fees
18.1 Opal may charge fees in connection with Platform services, including Express Redemption fees, Strategy platform fees, express withdrawal fees where offered, performance fee shares, access fees, third-party fees, spreads or other fees displayed on the Platform or in relevant product terms.
18.2 Opal does not currently charge a mint fee for purchasing $USDop. Standard redemption is not currently subject to an Opal redemption fee. Express Redemption, where honoured, may be subject to a 20 bps service fee.
18.3 Values, balances, APYs, returns, redemption amounts or Strategy positions displayed on the Platform may be shown net of applicable fees. Opal may vary fees at any time.
18.4 Third-party providers, Strategies, networks, custodians, exchanges, on/off-ramp providers, wallet providers or managers may charge fees separately from Opal. Those fees may be deducted from amounts received, amounts redeemed, Strategy proceeds, Variable Rewards or other amounts.
19. Third-party services
19.1 The Platform may depend on third-party services, including wallet infrastructure, custodians, blockchain networks, exchanges, payment providers, reserve providers, data providers, managers, protocols, auditors, analytics providers and compliance providers.
19.2 Third-party services are subject to their own terms, availability, systems, controls and risks. Opal is not responsible for third-party acts, omissions, failures, delays, outages, inaccuracies, losses, fees, insolvency, hacks, errors, restrictions, rejections or regulatory issues.
19.3 Opal may replace, remove, suspend or change third-party providers at any time.
19.4 Where the Platform displays audit, attestation, reserve, custody, manager or performance information prepared by third parties, that information remains subject to the scope, assumptions, limitations and timing of the relevant third-party materials.
20. Taxes
20.1 You are solely responsible for determining and satisfying any tax obligations arising from your use of the Platform, $USDop, Variable Rewards, redemptions, fiat access features, Strategies or any transaction.
20.2 Opal does not provide tax advice and does not undertake to provide tax reports. Opal may require tax forms, declarations or information where required by Applicable Law.
20.3 Opal may make withholding, reporting or disclosures where required by Applicable Law.
20.4 Variable Rewards, Strategy returns, redemptions, token transactions, vault tokens, incentive programmes or future governance tokens may have tax consequences. You should obtain your own tax advice.
21. User responsibilities and indemnity
21.1 You must comply with these Terms, Applicable Law, Platform instructions, Strategy Terms and any reasonable request made by Opal in connection with compliance, security, operations or risk management.
21.2 You must not use the Platform to engage in fraud, market abuse, money laundering, terrorist financing, sanctions evasion, cybercrime, unauthorised access, abusive behaviour, illegal activity, circumvention of controls, manipulation of smart contracts or any activity that may harm Opal, Users, third parties or the Platform.
21.3 You are responsible for all activity through your Account, wallet, authorised users, credentials and devices, whether or not authorised by you, except to the extent caused by Opal's own unauthorised access to Opal systems.
21.4 You agree to indemnify and hold harmless Opal, its affiliates, directors, officers, employees, contractors and service providers from and against losses, liabilities, damages, costs, expenses, claims and demands arising from or connected with your breach of these Terms, breach of Applicable Law, inaccurate information, unauthorised activity, sanctions or AML issue, tax issue, wallet compromise caused by you or your authorised users, misuse of the Platform or any claim brought by a third party arising from your activity.
21.5 Institutional Users are responsible for the acts and omissions of their authorised users and representatives as if they were the acts and omissions of the Institutional User.
22. Liability
22.1 The Platform is provided on an "as is" and "as available" basis. Opal does not make any representation or warranty that the Platform, $USDop, Variable Rewards, Strategies, fiat access features, third-party services, data, smart contracts, wallets or networks will be uninterrupted, error-free, secure, profitable, suitable, available in any jurisdiction or free from harmful components.
22.2 Opal is not responsible for loss arising from market movement, Strategy performance, Variable Rewards changes, redemption delay, liquidity conditions, smart-contract issues, blockchain events, wallet compromise, User error, third-party provider failure, external manager acts or omissions, fiat rail issues, custodian or exchange issues, regulatory action, sanctions action, tax consequences or events outside Opal's reasonable control.
22.3 Opal will not be liable for indirect, incidental, special, consequential, exemplary, punitive or similar losses, or for loss of profit, revenue, business opportunity, goodwill, expected return, data, use, token value or anticipated benefit.
22.4 Opal's total aggregate liability to any User arising out of or in connection with these Terms, the Platform, $USDop, Variable Rewards, any Strategy or any related transaction shall be limited to the fees actually paid by that User to Opal during the 12 months preceding the event giving rise to the claim.
22.5 Multiple claims arising from the same or related events will be treated as one claim for the purpose of the liability cap in Section 22.4.
22.6 The limitations and exclusions in these Terms apply to all causes of action, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty or otherwise, and apply to Opal's affiliates, directors, officers, employees, contractors and service providers as well as Opal.
23. Intellectual property and content
23.1 Opal and its licensors own all rights in the Platform, brand, marks, software, interfaces, designs, content, data, documentation and materials made available by or on behalf of Opal, except for User content and third-party content.
23.2 You may use the Platform only as permitted by these Terms. You must not copy, modify, reverse engineer, scrape, interfere with, commercialise, misuse or attempt to gain unauthorised access to the Platform or any related system.
23.3 Information on the Platform may include third-party data, manager-provided data, blockchain data and estimates. Opal may update, correct, remove or change content at any time.
23.4 If you provide feedback, suggestions, ideas or other input, Opal may use them without restriction or compensation.
24. Privacy and data
24.1 Opal will process personal information in accordance with its Privacy Policy and any applicable data protection requirements.
24.2 By using the Platform, you acknowledge that Opal may collect, use, share and retain information for onboarding, compliance, sanctions screening, wallet screening, transaction monitoring, support, security, product operation, legal, regulatory and risk purposes.
24.3 Institutional Users are responsible for ensuring that they have authority to provide information about their authorised users, beneficial owners, controllers, directors, officers and representatives.
25. Changes to these Terms
25.1 Opal may update these Terms at any time by posting an updated version on the Platform or otherwise notifying Users by email or Platform notice.
25.2 Unless stated otherwise, updated Terms take effect when posted or notified. Your continued access to or use of the Platform after the updated Terms take effect constitutes acceptance of the updated Terms.
25.3 If you do not agree to updated Terms, you must stop using the Platform and may redeem $USDop or exit Strategies only in accordance with the applicable redemption, withdrawal and Strategy Terms.
26. Communications and support
26.1 Opal may communicate with you by email, Platform notice, website notice, wallet-connected message or other contact details associated with your Account.
26.2 You are responsible for keeping your contact details accurate and monitoring communications from Opal.
26.3 If you have an issue, contact support@opal.co. We may request information and will use reasonable efforts to respond within 2 Business Days.
26.4 Opal does not operate a regulated complaints scheme unless required by Applicable Law.
27. Suspension and termination
27.1 Opal may suspend, restrict or terminate your Account, Platform access, wallet access through the Platform, product access or transaction access at any time where Opal considers it necessary or appropriate for legal, regulatory, sanctions, AML, fraud, security, operational, commercial, technical or risk reasons.
27.2 You may stop using the Platform at any time. Any $USDop redemption or Strategy exit remains subject to these Terms and the relevant Strategy Terms.
27.3 Termination or suspension does not affect accrued rights, existing obligations, pending transactions, compliance controls, redemption processes, Strategy Terms or provisions intended to continue.
27.4 Sections intended by their nature to continue after termination will continue, including sections relating to legal nature of $USDop, compliance, risks, taxes, indemnity, liability, third-party services, governing law and disputes.
28. Governing law and disputes
28.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the British Virgin Islands.
28.2 The courts of the British Virgin Islands have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, the Platform, $USDop, Variable Rewards, Strategies or any related transaction, including any dispute regarding the existence, validity, interpretation, performance, breach or termination of these Terms.
28.3 Nothing in this Section prevents Opal from seeking urgent, injunctive, protective or enforcement relief in any court or jurisdiction where Opal considers it necessary or appropriate.
29. General
29.1 These Terms, together with any applicable product terms, Strategy Terms and notices, constitute the agreement between you and Opal in relation to the Platform.
29.2 If any provision of these Terms is invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.
29.3 Opal may assign, transfer or novate its rights and obligations under these Terms to an affiliate, successor, purchaser, service provider or other person as part of a restructuring, transfer, merger, acquisition or operational change. You may not assign or transfer your rights or obligations without Opal's prior written consent.
29.4 A failure or delay by Opal in exercising any right or remedy does not waive that right or remedy.
29.5 No person other than you and Opal has any right to enforce these Terms, except that Opal's affiliates, directors, officers, employees, contractors and service providers may rely on protections, exclusions and indemnities expressed for their benefit.
29.6 Nothing in these Terms creates a partnership, joint venture, employment relationship, agency, trust, fiduciary relationship or other relationship not expressly stated in these Terms.
30. Contact
30.1 Questions about these Terms or the Platform may be sent to support@opal.co.
