Terms of Service (draft)
Draft terms for the reference interface. Clauses marked TBD require counsel and are not in force. This document is not yet binding on anyone.
Risk
This is a working draft. It sets out the clauses that follow from the protocol's design so that they can be reviewed by counsel. Items marked [TBD — counsel] are open and have no agreed wording. Nothing on this page is in force until a final version is published with a date and a version number.
Draft version: 0.1 · Status: for legal review · In force: no
1. What these terms cover
These terms govern your use of the reference interface made available at the domain on which you are reading this. They do not govern the Fyber protocol itself, which is a set of immutable smart contracts deployed on Robinhood Chain that no party operates, controls or can alter.
Two distinct things:
| Operated by | Governed by | |
|---|---|---|
| The interface | The publisher named in clause 2 | These terms |
| The protocol | Nobody | Its own code |
2. Who publishes this interface
[TBD — counsel] The name, registered address and company number of the Swiss development company, and the address of the Closer Safe, are published here and in the code repository. No natural person is named.
Rule R-12.1.1
3. There is no issuer of fyUSD
fyUSD is minted by immutable smart contracts that have no owner, no administrator, no upgrade path and no minting authority held by any person. No natural or legal person issues fyUSD, offers it to the public, seeks its admission to trading, or holds any obligation to redeem it.
Consequently, no party — including the publisher of this interface — makes any offer, undertaking, promise or representation as to the value, convertibility, liquidity or continued existence of fyUSD.
fyUSD is not electronic money, not a deposit, not a fund, and not guaranteed by anyone. No deposit-guarantee or investor-compensation scheme applies to it.
Rules R-2.1.1, R-2.1.2, R-15.4.1 (5)
4. The contracts cannot be changed
The protocol contains no setter, no proxy, no timelock, no administrative role, no migration function and no selfdestruct. Every parameter is fixed at deployment, computed on-chain, or a dated step written before deployment.
No party can correct an error in the protocol. A parameter that proves wrong stays wrong. A component that fails causes its branch to close in an orderly way; it is not repaired or replaced. Any corrected version would be a separate deployment which you would choose to use, or not.
Rules P7, R-12.2.1, R-12.2.2, R-12.2.3, R-15.4.1 (9)
5. The Closer key
One key exists. It is a 2-of-3 Safe. Its full and exclusive powers are:
| It can | It cannot |
|---|---|
| Freeze minting, withdrawal or redemption on a branch, for at most 72 hours at a time and 30 days cumulative over its life | Touch repayment, collateral deposit, closure, surplus claims, Stability Pool withdrawal, collateral claims, urgent redemption, post-shutdown settlement, PSM exit or sfyUSD redemption |
| Freeze liquidation on a branch for at most 24 hours, at most three times over its life | Mint, or designate a minter |
| Shut down a branch, irreversibly | Change any address, constant, step or condition |
| Shut down the whole protocol into Sunset, irreversibly | Activate a branch, transfer any funds, or reopen anything it has closed |
| Renounce itself | Extend its own life or appoint a successor |
It expires 365 days after deployment. Every call reverts thereafter. No extension is possible by anyone. Its address, its countdown, the freezes in force and its consumed budget are published on a public page.
Rules R-12.1.2, R-12.1.4, R-12.1.5, R-12.1.7, R-15.4.1 (10)
6. Attestation
Before your first transaction you must confirm that you have read the disclaimers reproduced at Disclaimers. They form part of these terms.
7. No advice of any kind
Nothing on this interface or in this documentation is investment advice, legal advice, accounting advice or tax advice. No statement is made anywhere by any party about the tax treatment of borrowing, repaying, liquidation, redemption, depositing or any other action. You are solely responsible for determining your own position and for taking your own advice.
Rule R-15.4.2
8. No rights attach to fyUSD or sfyUSD
fyUSD and sfyUSD are balances produced by immutable contracts. They confer no governance right, no voting right, no share of profits, no dividend and no claim against any company, foundation or person, and holding either creates no relationship with the publisher of this interface beyond these terms.
Nothing on this interface or in this documentation constitutes an offer, a solicitation or an invitation in respect of any other asset, and no statement made here may be relied on as one.
Rule R-15.4.1 (7)
9. Risks you accept
By using this interface you acknowledge the risks set out at Risk summary and Nature of the collateral, including without limitation: the legal nature of the collateral and the absence of any right over the underlying shares; the fact that the issuer of the collateral is unregulated, was incorporated in October 2025, and has no financial history or rating; the possibility that the price feed continues to publish while the collateral's value goes to zero; liquidation risk, including at any hour; sequencer risk on Robinhood Chain; the immutability of the contracts; and total loss.
10. No warranty, and limitation of liability
[TBD — counsel] The interface is provided as is, with no warranty of any kind, express or implied, including merchantability, fitness for purpose and non-infringement. The publisher's aggregate liability is limited [TBD — counsel: cap, and carve-outs for fraud, gross negligence and death or personal injury].
Nothing in these terms limits liability that cannot be limited under the law applicable to you.
11. Third-party interfaces
Other parties may operate their own interfaces to the same contracts. The publisher of this one has no relationship with them, no control over them, and no responsibility for them. The protocol works identically through any of them and through direct contract calls.
Rule R-12.6.1
12. Termination and availability
The publisher may cease operating this interface at any time, for any reason, without notice, and is under no obligation to keep it running. Your position, your deposit and your ability to repay, withdraw, claim and exit do not depend on this interface and survive its disappearance in full.
Rule R-12.6.1
13. Governing law and dispute resolution
[TBD — counsel] Governing law is undetermined. The dispute-resolution mechanism is undetermined: arbitration seat, rules, language, whether a class-action waiver is included, and what rights consumer users retain to bring proceedings in their own courts, are all open questions requiring advice.
Note for counsel: using Robinhood Chain separately subjects users to the chain operator's own terms, which impose US arbitration under the Federal Arbitration Act, a class-action waiver, Delaware law and an exclusive Delaware forum. The interaction between those terms and any clause adopted here needs to be addressed explicitly.
14. Changes to these terms
[TBD — counsel] Notice mechanism and effective date for amendments. Note that the protocol itself cannot be amended, so no change to these terms can change how the contracts behave.
15. Severability and entire agreement
[TBD — counsel]
Open items for counsel, consolidated: clause 2 (entity identification), clause 11 (warranty disclaimer, liability cap, mandatory consumer rights), clause 14 (governing law, arbitration, class-action waiver, interaction with the chain operator's terms), clause 15 (amendment mechanism), clause 16 (boilerplate). Separately and outside these terms: a dedicated memorandum on Article 1(5b) of MiFIR, and a structuring note on the MiCA "no identifiable issuer" position.
Last reviewed: 2026-09-07 · Spec v0.4