msUSD and smsUSD Terms and Conditions - Non EEA
These Terms and Conditions Apply To Users Outside of the European Economic Area
Last Updated: May 21st, 2025
Users who have completed Know-Your-Customer and Anti-Money Laundering checks, as well as other onboarding procedures, and are whitelisted with Main St Finance Ltd (referred to herein as "Main St Finance," "Mainstreet BVI," "the Company," "we," "us," or "our") are referred to herein as a "Mint User." To the extent you have not completed the aforementioned checks or been whitelisted but hold msUSD or smsUSD, these Terms still apply to your holding and use of msUSD and smsUSD (hereinafter referred as "Holding User"). For the avoidance of doubt, Holding Users are not customers of Mainstreet BVI.
By obtaining and using msUSD or smsUSD, you understand and expressly agree to these Terms, regardless of whether or not you are a customer of Mainstreet BVI, and you acknowledge that you have reviewed and understand each of the disclosures made in this section. Any provisions of these Terms that only apply to Mint Users or Holding Users will be specifically noted herein. Unless so noted, each Section of these Terms apply to both Mint Users and Holding Users, and any use of "you" or "your" refers to both Mint Users and Holding Users. The terms herein applicable to Mint Users are supplemental to the terms in the msUSD Mint User Agreement.
By holding or using msUSD or smsUSD, or using any of the msUSD or smsUSD Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy and Cookie Policy, and you acknowledge and agree that you will be bound by these terms and policies.
Section 22 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.
1. About msUSD and smsUSD
msUSD is a digital token issued by Mainstreet BVI. msUSD issued by Mainstreet BVI is a form of stored value or prepaid access and does not represent a claim, participation interest, economic right, voting right, or other similar right associated with Mainstreet BVI or any of its affiliates.
smsUSD is a staking token that users receive when they stake their msUSD. It represents a staked position that accrues yield over time based on the performance of the protocol's strategies.
msUSD is backed by an amount of spot crypto assets, such as BTC, ETH, S (Sonic's native token), certain stablecoins (such as USDC, USDT), and offsetting hedging positions on derivatives contracts the ("msUSD Reserves"). The value of msUSD is maintained through sophisticated options arbitrage and other delta-neutral trading strategies that insulate holders from the price volatility of the underlying reserve assets.
msUSD is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the msUSD holder. To earn yield, msUSD holders must stake their tokens to receive smsUSD, which then accrues value as yield is generated by the protocol's strategies.
2. Scope of msUSD, smsUSD, and Key Terms
The following only applies to Mint Users: As you have agreed to, and are subject to, the msUSD Mint User Agreement, Mainstreet BVI makes available the following msUSD-related Services (as defined in the msUSD Mint User Agreement: (i) issue msUSD for accepted tokens from Mainstreet BVI, (ii) redeem msUSD for supported assets from Mainstreet BVI, and (iii) stake msUSD to receive smsUSD and unstake smsUSD to receive msUSD (collectively, the "msUSD Services"). Your use of the msUSD Services is subject to these Terms. Any of the msUSD Services can be discontinued at any time in accordance with Section 14 of these msUSD Terms.
You understand and agree that you may only tokenize accepted assets for msUSD, stake msUSD for smsUSD, and redeem msUSD directly with Mainstreet BVI to the extent that you are a Mint User.
The following only applies to Holding Users: You may not redeem msUSD with Mainstreet BVI or stake msUSD to receive smsUSD directly through Mainstreet BVI interfaces unless and until you are a Mint User who has cleared KYC/AML and other checks and have onboarded as a whitelisted customer with Mainstreet BVI. Eligibility for and requirements related to such process are set forth in the msUSD Mint User Agreement.
The following applies to both Mint Users and Holding Users: Your use of msUSD, smsUSD and msUSD Services (as applicable), is subject to these Terms and Mainstreet BVI's obligations hereunder are conditional on you complying with its provisions. You understand that any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of assets tokenized for msUSD.
You understand and agree that sending msUSD or smsUSD to another address automatically transfers and assigns to the owner of that address, and any subsequent owner all rights and obligations of a Holding User to redeem msUSD for approved assets so long as the Holder is or becomes a Mint User. For the avoidance of doubt, if a Holder is not a Mint User, not eligible to become a Mint User, or fails to do so, such Holding User is not entitled to redeem msUSD with Mainstreet BVI.
Mainstreet BVI commits to redeem 1 msUSD for the notional value relating to its pro rata portion of the msUSD Reserves in supported digital assets, subject to these Terms, applicable law, and any fees where applicable. For smsUSD, the redemption value is determined by the current exchange rate between msUSD and smsUSD, which reflects the accumulated yield. While Mainstreet BVI generates yield from its delta-neutral strategies, you acknowledge that this yield is only accessible through the staking mechanism, and holding msUSD alone does not entitle you to any yield. msUSD itself does not generate any interest or return for holders of msUSD and only represents your right to redeem msUSD as a Mint User, if you are one. If you are a Holding User, you do not have a right to redeem msUSD with Mainstreet BVI.
3. Applicable Laws and Regulations; AML and CTF
Your holding and use of msUSD, and any use of the msUSD Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering ("AML") and counter-terrorist financing ("CTF") provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.
Mainstreet BVI is committed to complying with all applicable AML and CTF laws and regulations. These standards are designed to prevent the use of the msUSD Services for money laundering, terrorist financing, fraudulent transactions, and any other illegal activities. Mainstreet BVI takes compliance very seriously and actively engages in measures to:
Prohibit fraudulent transactions;
Report suspicious activities;
Prevent money laundering, terrorist financing, and any related acts that facilitate financial crimes.
Applicable laws require us to prevent Restricted Persons from holding msUSD or using msUSD Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:
named in any Sanctions-related list maintained by the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security's Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by any other relevant governmental authority;
located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide Sanctions (a "Restricted Territory") (currently, Cuba, Iran, Syria, North Korea, and the Ukraine regions of Crimea, Donetsk, and Luhansk); or
owned or controlled by any such person or persons listed above.
4. Eligibility; Limitations
The following applies to both Mint Users and Holding Users: msUSD Services and support for msUSD are currently only available to individuals and institutions (as applicable) located in supported jurisdictions.
By holding or using msUSD, or accessing or using the msUSD Services, you further represent and warrant that:
you are at least 18 years old, are not a Restricted Person, and are not holding msUSD on behalf of a Restricted Person.
you will not be using msUSD or the msUSD Services (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 16 and 17.
Additionally, users in the United States are not eligible to become a Mint User. This restriction may be revisited from time to time taking into account relevant changes in law.
You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.
If Mainstreet BVI suspects or determines that you or any of your authorized users or customers, as applicable, have violated these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined in Section 11) or attempting to engage or engaging in Restricted Activities (as defined in Section 16) or Prohibited Transactions (as defined in Section 17), then Mainstreet BVI may be forced to terminate your status as a Mint User and you may forfeit any assets otherwise eligible for redemption.
Notwithstanding the foregoing, Mainstreet BVI may determine not to make msUSD or the msUSD Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register as a Mint User.
The following only applies to Mint Users: Use of certain msUSD Services may have further eligibility requirements that will need to be verified prior to you using such msUSD Services, or from time to time in order to continue your use of the msUSD Services, and may be subject to additional terms and conditions.
4A. US Persons Prohibition
Definition of US Person
For purposes of these Terms, "US Person" means:
Any natural person resident in the United States;
Any partnership or corporation organized or incorporated under the laws of the United States;
Any estate of which any executor or administrator is a US Person;
Any trust of which any trustee is a US Person;
Any agency or branch of a foreign entity located in the United States;
Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person;
Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
Any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a US Person principally for the purpose of investing in securities not registered under the US Securities Act of 1933.
Strict Prohibition
The msUSD Services are absolutely not available to, and may not be accessed or used by, any US Person as defined above. This prohibition applies regardless of physical location at the time of access or use. Mainstreet BVI has implemented technical measures including IP address filtering to prevent US Persons from accessing the msUSD Services.
No Solicitation
Mainstreet BVI does not solicit business from US Persons. Nothing in these Terms or any other communication from Mainstreet BVI shall be deemed a waiver of the prohibition against US Persons using the msUSD Services, nor shall it be construed as an offer or solicitation to any US Person.
Consequences of Violation
If Mainstreet BVI determines that you are a US Person, have provided false information regarding your status, or have attempted to circumvent technological or other measures implemented to restrict access by US Persons:
Your wallet address will be immediately added to a blocklist;
Any pending transactions initiated through Mainstreet BVI interfaces may be rejected;
Your ability to interact with Mainstreet smart contracts through our interfaces will be permanently revoked;
You will be ineligible to participate in any future Mainstreet token distributions, governance, or incentive programs; and
You may be held liable for any damages incurred by Mainstreet BVI, including costs associated with regulatory inquiries or enforcement actions.
Mainstreet BVI reserves the right to block any transactions originating from addresses associated with US Persons to the extent technically possible within the constraints of decentralized blockchain technology.
Regulatory Declaration
Mainstreet BVI is not registered with the US Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other US regulatory body, and does not conduct business operations in the United States.
By accessing or using msUSD or the msUSD Services, you represent and warrant that you are not a US Person and will promptly notify Mainstreet BVI if your status changes.
5. Support
Please contact Support to report any violations of these Terms or to ask any questions regarding these Terms or the msUSD Services, as applicable.
6. Copies, Wrappers, and Forks Not Supported
The following applies to both Mint Users and Holding Users: As a result of the decentralized and open source nature of msUSD and smsUSD it is possible that a party unaffiliated with Mainstreet BVI could create an alternative, equivalent version of msUSD or smsUSD either on one of the msUSD supported blockchains or on an unsupported blockchain (a "copy") that operate independently from msUSD. Similarly, it is possible that a party unaffiliated with Mainstreet BVI may create an asset and purport that such asset is collateralized by or otherwise incorporates msUSD or smsUSD into its design (a "wrapper"). Mainstreet BVI supports only msUSD and smsUSD and is under no obligation to support any copies of msUSD or smsUSD or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of msUSD or smsUSD. No such copy or wrapper should be considered approved, sold, distributed, or promoted by Mainstreet BVI unless explicitly stated.
As a result of the decentralized and open source nature of the blockchains on which msUSD and smsUSD are supported, it is possible that a party unaffiliated with Mainstreet BVI could create an alternative version of the blockchain (a "fork"). Note that in the event of a fork of one of the msUSD supported blockchains, Mainstreet BVI may be forced to suspend all activities relating to msUSD and smsUSD (including tokenizing assets for msUSD, staking msUSD for smsUSD, unstaking smsUSD, redeeming msUSD for supported assets, or sending and receiving msUSD and smsUSD) for an extended period of time until Mainstreet BVI has determined in its sole discretion that such functionality can be restored ("Downtime"). This Downtime will likely occur immediately upon a "fork", potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving msUSD or smsUSD. In the event of a fork of one of the msUSD supported blockchains, Mainstreet BVI shall, in its sole discretion, determine which fork it will support, if any.
6A. Staking msUSD and the Staking Model
msUSD holders can stake their tokens to receive smsUSD, which represents a position that accrues yield from the protocol's delta-neutral options arbitrage strategies.
Staking Process To stake msUSD, a Mint User must deposit their msUSD into the designated staking smart contract. In return, they receive smsUSD tokens at the current exchange rate. This exchange rate between msUSD and smsUSD continuously updates as yield accrues to staked positions.
Yield Accrual As the protocol generates returns from its options arbitrage and other strategies, the value of smsUSD increases relative to msUSD. This increasing exchange rate represents the yield earned by stakers.
Unstaking Process To unstake, a user converts their smsUSD back to msUSD at the current exchange rate, which reflects the original deposit plus any accumulated yield. Standard redemption periods and conditions apply to unstaking transactions.
Risk Factors The staking mechanism involves specific risks including, but not limited to:
Smart contract vulnerabilities despite security audits
Liquidity limitations while assets are staked
Processing delays during periods of high unstaking volume
Exchange rate fluctuations between msUSD and smsUSD
Yield variability based on strategy performance
Modifications to Staking Mechanism Mainstreet BVI reserves the right to modify aspects of the staking mechanism, including technical parameters, smart contract implementations, and security measures. Any material changes will be communicated to users as outlined in Section 22.
Third-Party Staking Mainstreet BVI is not responsible for and makes no representations regarding third-party interfaces that facilitate staking of msUSD. Use of such interfaces is entirely at your own risk.
The following applies only to Mint Users: As a Mint User, you may stake msUSD and unstake smsUSD directly through Mainstreet BVI's interfaces, subject to these Terms and applicable laws.
The following applies only to Holding Users: As a Holding User, you may not stake msUSD or unstake smsUSD directly through Mainstreet BVI interfaces until you become a Mint User.
7. msUSD Supported Blockchains and Smart Contract Modifications
msUSD operates on msUSD supported blockchains. Mainstreet BVI does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any msUSD supported blockchain. Any such attacks or delays on any msUSD supported blockchain might materially delay or prevent you from sending or receiving msUSD, and Mainstreet BVI shall bear no responsibility for any losses that result from such issues.
Note that in certain circumstances, including, but not limited to, a copy or fork of a msUSD supported blockchain or the identification of a security issue with a msUSD supported blockchain, Mainstreet BVI may be forced to suspend all activities relating to msUSD (including tokenizing assets for msUSD, redeeming msUSD for assets, or sending and receiving msUSD) for an extended period of time until such Downtime is over and msUSD Services can be restored. This Downtime will likely occur immediately upon a copy or fork of any msUSD supported blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving msUSD.
Mainstreet BVI reserves the right to migrate msUSD to another blockchain or protocol in the future in its reasonable discretion. Upon Mainstreet BVI's request, you agree to take any and all actions reasonably necessary to effectuate the migration of your msUSD to another blockchain or protocol identified by Mainstreet BVI. Mainstreet BVI will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your msUSD to another blockchain or protocol identified by Mainstreet BVI.
8. Privacy
We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Mainstreet BVI Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.
9. Communications
By entering into these Terms, you agree to receive electronic communications and notifications.
These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to msUSD and your use of msUSD Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms govern your holding and use of msUSD, and the msUSD Services, as applicable.
10. Limited License; IP Rights
The following only applies to Mint Users: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the msUSD Services solely for approved purposes as determined by Mainstreet BVI. Any other use of the msUSD Services is expressly prohibited. Mainstreet BVI and its licensors reserve all rights in the msUSD Services and you agree that these Terms does not grant you any rights in or licenses to the msUSD Services except for the limited license set forth above. Except as expressly authorized by Mainstreet BVI, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the msUSD Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the msUSD Services may be terminated pursuant to these Terms.
"mainstreet.finance", "Mainstreet BVI", and all logos related to the msUSD Services are either copyrights, trademarks, or registered marks of Mainstreet BVI or its licensors. Whether or not you are a Mint User, you may not copy, imitate, or use them without Mainstreet BVI's prior written consent. All right, title, and interest in and to the Mainstreet BVI website, any content thereon, the msUSD Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Mainstreet BVI and its licensors.
11. Risk Factors & Disclosures
The following list of risks associated with msUSD and the msUSD Services is not exhaustive.
No guarantee of price stability on Third Party Platforms
Mainstreet BVI does not guarantee that the value of one (1) msUSD will always or ever equal 1 USD ($1) on any platform. Due to a variety of factors, the value of msUSD on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 USD ($1), and the risk factors highlighted at docs.mainstreet.finance (as well as presently unknown risk factors) may result in the msUSD Reserves falling to less than 1 USD ($1) of notional value per msUSD in circulation. Mainstreet BVI cannot control how third parties quote or value msUSD, and Mainstreet BVI is not responsible for any losses or other issues that may result from fluctuations in the value of msUSD.
Third-parties
Mainstreet BVI does not control or endorse any products, services, or platforms offered by third parties using the msUSD Services or supporting msUSD. Third parties may elect to support msUSD on their platforms without any authorization or approval by Mainstreet BVI. The availability of msUSD on any third-party platform does not imply that such services are valid, legal, stable, or otherwise appropriate.
Mainstreet BVI is not liable for any losses, issues, or consequences that may arise from third-party transactions or the use of msUSD on third-party platforms, including, but not limited to, (i) Failure to comply with applicable laws and regulations, including illegal transactions; (ii) The quality, delivery, or satisfaction of products and services facilitated by msUSD Services; (iii) Technical errors, loss of access, or inability to recover msUSD resulting from the use of third-party platforms.
You accept all consequences of sending msUSD to third-party platforms or addresses, including the risk of loss or failure to recover your msUSD. For the avoidance of doubt, Mainstreet BVI has no obligation to track, verify, or determine the provenance of msUSD balances or transactions involving third-party platforms.
You accept all consequences of sending msUSD
msUSD transactions are not reversible. Once you send msUSD to an address, you accept the risk that you may lose access to, and any claim on, that msUSD indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the msUSD, or (iv) an address belongs to an entity that may return the msUSD but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Mainstreet BVI to track, verify or determine the provenance of msUSD balances for Users, including any form of security interests claimed thereon.
Blocked Addresses & Forfeited Funds
Mainstreet BVI reserves the right to "block" certain msUSD addresses of Mint Users that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms ("Blocked Addresses"). In certain circumstances, Mainstreet BVI may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your msUSD, including the ability to redeem msUSD for any permitted assets. Mainstreet BVI may also be required to surrender associated assets held in the msUSD Reserve in the event it receives a legal order from a valid government authority requiring it to do so.
Software protocols and operational challenges
You are aware of and accept the risk of operational challenges. Mainstreet BVI may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the msUSD Services. You understand that the msUSD Services may experience operational issues that lead to delays, including delays in redeeming msUSD. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Mainstreet BVI accountable for any related losses.
Compliance
You are responsible for complying with applicable law. You agree that Mainstreet BVI is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of msUSD or the msUSD Services, including any accurate reporting of the tax or legal status of msUSD in your jurisdiction.
Legal treatment of msUSD transfers
The regulatory status of msUSD and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to msUSD, blockchain technology and its applications. Accordingly, it is not possible to determine whether a msUSD transfer would be recognized under applicable law by a court or regulator.
Legislative and regulatory changes
Legislative and regulatory changes or actions at the international level may adversely affect the tokenization of assets into msUSD, and the use, transfer, redemption and/or value of msUSD.
No deposit insurance
msUSD held in your wallet is not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation (FDIC) insurance or Securities Investor Protection Corporation protections (SIPC); or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme (FSCS) or equivalent scheme in your country of residence.
Claim on funds
Only Mint Users can redeem msUSD directly with Mainstreet BVI. For Mint Users, your ability to redeem with us for each msUSD is conditional on (i) your possession of a corresponding amount of msUSD associated with a Mint User, (ii) no violation of these Terms or your msUSD Mint User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.
Sending msUSD to another address automatically transfers and assigns to that Holding User, and any subsequent Holding User, the right to redeem msUSD with us so long as the Holding User is eligible to, and does, register as a Mint User (and thereby becomes a Mint User).
Encumbrances
Depending on the actions of the owners of msUSD addresses before your receipt of msUSD from another msUSD address, it is possible that the transfer of msUSD between msUSD addresses could result in the msUSD in your whitelisted wallet becoming subject to a lien or other form of security interest before redemption.
On-chain transactions irreversible
When msUSD is sent to a third-party msUSD address, such transaction is completed on msUSD supported blockchains. This means that such a transaction is irreversible and Mainstreet BVI does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending msUSD to an incorrect or unintended msUSD address.
Affiliate Activities
You understand and agree that individuals or entities affiliated with Mainstreet BVI may hold, purchase, sell, or otherwise engage in transactions using or involving msUSD. You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes msUSD, or otherwise supporting the use or adoption of msUSD. This activity may involve selling msUSD to other entities for provision to their end users. You understand and agree that no individual or entity, whether affiliated with Mainstreet BVI or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.
Options Market Risks
msUSD's primary yield strategy involves options arbitrage and options trading, which entails unique risks beyond those present in standard cryptocurrency transactions. Options are complex financial instruments with time-limited value that can expire worthless. Options pricing is affected by numerous factors including the volatility of the underlying asset, time remaining until expiration, interest rates, and market sentiment.
The delta-neutral strategies employed aim to mitigate directional price risk but may be subject to other risks including volatility risk, liquidity constraints in options markets, model risk related to volatility prediction algorithms, and options Greeks risk (such as Gamma, Theta, and Vega exposure). The statistical nature of options arbitrage strategies means occasional drawdowns may occur even when the strategy is functioning as designed.
Options markets may have less liquidity than spot markets, which can impact execution quality and increase slippage. You acknowledge that the protocol's reliance on options-based strategies creates a risk profile distinct from other cryptocurrency products, including those using different delta-neutral approaches.
11A. Delta-Neutral Strategy Risks and Operational Disclaimers
Trading Strategy Risks
The options arbitrage and delta-neutral strategies employed by Mainstreet BVI to maintain msUSD's value involve sophisticated trading techniques across spot and derivatives markets. These strategies are subject to various risks beyond our control, including:
Volatility Risk: Divergence between implied and realized volatility may differ from model predictions, affecting strategy performance
Options Pricing Risk: Unpredictable changes in options pricing due to market sentiment shifts may impact strategy outcomes
Delta Hedging Risk: Imperfect hedging during rapid market movements may create temporary directional exposure
Options Liquidity Risk: Limited liquidity in specific options contracts may impact execution efficiency
Execution Risk: Trading operations may experience slippage, latency, or other execution challenges
Market Dislocation: Extreme market conditions may cause temporary deviations from expected strategy outcomes
Counterparty Failure: Exchanges or trading venues where positions are maintained may experience outages, insolvency, or other failures
Model Risk: Machine learning models may experience periods of reduced predictive accuracy
Operational Failure: Systems, algorithms, or operational processes may malfunction or fail to operate as intended
Liquidation Events: Unexpected market volatility may lead to forced liquidations of positions comprising the msUSD Reserves
Disclaimer of Trading Operations Liability
By using msUSD or the msUSD Services, you expressly acknowledge and agree that:
Mainstreet BVI, its officers, directors, employees, shareholders, affiliates, or partners shall not be liable for any losses, damages, or reduced yields resulting from failures, errors, or underperformance of the delta-neutral trading strategies supporting msUSD;
Trading operations are inherently risky and no guarantee is made regarding the effectiveness of risk management processes;
The value of the msUSD Reserves may fall below the value of outstanding msUSD due to trading losses, market dislocations, or operational failures;
In the event of significant losses to the msUSD Reserves, redemptions may be fulfilled at less than 1:1 with USD value as described in these Terms;
Neither Mainstreet BVI nor any affiliated entity guarantees the performance of trading strategies or the maintenance of msUSD's value; and
No fiduciary duty exists between Mainstreet BVI and holders of msUSD with respect to trading operations.
Operational Security
While Mainstreet BVI implements reasonable security measures in its trading operations, you understand that operational security breaches could affect msUSD's value. Mainstreet BVI makes no guarantees regarding the security of trading infrastructure or operations beyond commercially reasonable efforts to protect such systems.
11B. Yield Cap and Excess Returns
The protocol may generate varying returns through its options arbitrage and other delta-neutral strategies depending on market conditions. These returns primarily derive from capturing the difference between implied and realized volatility in options markets, alongside other delta-neutral approaches. To ensure long-term sustainability while providing competitive yields to users:
Yield to staked positions (smsUSD) is capped at a maximum annualized rate of 40%, calculated on a rolling basis.
Any returns generated by the protocol's strategies that exceed this 40% cap ("Excess Returns") will be retained by Mainstreet BVI.
Excess Returns may be utilized for protocol development, insurance reserves, treasury management, or other purposes at Mainstreet BVI's sole discretion.
The yield cap is implemented to provide stable and sustainable returns to stakers while building protocol resilience against market volatility and operational risks.
The 40% yield cap applies specifically to the staking mechanism and does not limit any additional returns users may generate through other means, such as liquidity provision or other DeFi strategies using msUSD.
Mainstreet BVI reserves the right to adjust the yield cap percentage based on market conditions, protocol health, or other factors at its sole discretion.
12. Fees; Authorization
The following only applies to Mint Users: Except as disclosed to you prior to completing a transaction as a Mint User, Mainstreet BVI will not charge you any fees for tokenizing assets for msUSD, or receiving msUSD. Any cost of executing a mint or redemption transaction is a cost reimbursement to cover friction such as blockchain gas fees or execution fees paid by Mainstreet BVI.
13. Currency Conversion
The following only applies to Mint Users: All tokenizations of assets will be credited in msUSD to your whitelisted wallet(s) based on a rate of one (1) msUSD per 1 USD ($1) of notional value (measured in stablecoin value, i.e., 1 USDC or 1 USDT, as the case may be, depending on the asset exchanged to mint msUSD), less applicable fees and transaction costs associated with the transaction, including, for the avoidance of doubt, fees paid associated with the applicable blockchain consensus mechanism. Such value shall be calculated by Mainstreet BVI based on the asset in its sole discretion, with any transaction fees associated with the blockchain consensus mechanism determined by requirements of the underlying blockchain at the time the transaction is submitted by the Mint User.
14. Right to Change/Remove Features or Suspend/Delay Transactions
The following only applies to Mint Users: We reserve the right to (i) change, suspend, or discontinue any aspect of the msUSD Services at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance or redemption without prior notice and may limit or suspend your use of one or more msUSD Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the msUSD Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.
15. Transactions Irreversible
The following only applies to Mint Users: Once a transaction has been initiated, it cannot be reversed, as further described in Section 11 above and pursuant to the underlying blockchain consensus mechanism. Except as set forth in these Terms, all transactions processed through the msUSD Services are nonrefundable.
16. Restricted Activities
In connection with your holding or use of msUSD, or the msUSD Services (as applicable), you hereby agree that you will not:
violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
intentionally try to defraud (or assist in the defrauding of) Mainstreet BVI or other Mint Users or Holding Users;
provide false, inaccurate, or misleading information;
take any action that interferes with, intercepts, or expropriates any system, data, or information;
partake in any transaction involving the proceeds of illegal activity;
transmit or upload any virus, worm, or other malicious software or program;
attempt to gain unauthorized access to the Mainstreet BVI website, or any related networks or systems;
use the msUSD Services on behalf of any third party or otherwise act as an intermediary between Mainstreet BVI and any third parties;
collect any information from other Mint Users or Holding Users, including, without limitation, email addresses;
defame, harass, or violate the privacy or intellectual property rights of Mainstreet BVI or any Holding Users or Mint Users; or
upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such activities, "Restricted Activities").
17. Prohibited Transactions
Using msUSD or the msUSD Services for transactions related to the following is prohibited, and Mainstreet BVI reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:
any Restricted Persons;
weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
money-laundering or terrorist financing;
any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
credit repair services, or other services that may present consumer protection risks;
court ordered payments, structured settlements, tax payments, or tax settlements;
any unlicensed money transmitter activity;
layaway systems, or annuities;
counterfeit goods, including but not limited to fake or "novelty" IDs;
wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
purchasing goods of any type from "Darknet" markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners (such transactions, "Prohibited Transactions").
In the event that Mainstreet BVI learns you are making any such Prohibited Transactions, Mainstreet BVI will consider you to be a violation of these Terms and may also suspend or terminate your status as a Mint User.
18. Taxes
The following only applies to Mint Users: Mainstreet BVI will maintain a record of your transaction history pursuant to the terms of the msUSD Mint User Agreement. This transaction history will include all transactions you complete with Mainstreet BVI including tokenizing assets for msUSD and redeeming msUSD for assets.
19. Indemnification; Release
The following only applies to Mint Users: Section 22 of the msUSD Mint User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of msUSD Services and our products and services as contemplated herein.
The following only applies to Holding Users: You agree to indemnify and hold Mainstreet BVI, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys' fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of these Terms, your violation of any law or regulation or your holding or use of msUSD.
For the purpose of this Section 19, the term "losses" means all net costs reasonably incurred by us or the other persons referred to in this Section 19 which are the result of the matters set out in this Section 19 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
If you have a dispute with one or more Mint Users, Holding Users or third parties, you release Mainstreet BVI (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
20. Limitation of Liability; No Warranty
The following only applies to Mint Users: Section 23 of the msUSD Mint User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of msUSD Services and our products and services as contemplated herein.
The following only applies to Holding Users: YOU EXPRESSLY UNDERSTAND AND AGREE THAT MAINSTREET BVI AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MAINSTREET BVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO HOLD OR USE MSUSD; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO INVOLVING MSUSD; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING MSUSD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH MSUSD, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF MSUSD.
MSUSD IS PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. MAINSTREET BVI, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MAINSTREET BVI MAKES NO WARRANTY THAT (I) MSUSD WILL MEET YOUR REQUIREMENTS, (II) MSUSD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
21. Force Majeure
Mainstreet BVI shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.
22. Amendments
Mainstreet BVI may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use msUSD or the msUSD Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the msUSD Services and terminate your status as a Mint User (if any). You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.
If the revised Terms include a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose a "material change" means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) otherwise clarifies an existing term.
23. Assignment and Third-Party Holders
You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending msUSD to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem msUSD for USD so long as the Holder is eligible to, and does, register as a Mint User.
Each Holding User is subject to all terms of these Terms as if a user including, but not limited to, the requirements to not transact with Blocked Addresses and not engage in Restricted Activities or Prohibited Transactions.
We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using msUSD; further if you are a Mint User, you may also stop using our msUSD Services, and terminate these Terms by contacting Support and asking us to terminate your status as a Mint User.
24. Survival
Upon termination of these Terms (and termination of your status as a Mint User, if you are a Mint User), all rights and obligations of the parties that by their nature are continuing will survive such termination.
25. Website; Third Party Content
Mainstreet BVI strives to provide accurate and reliable information and content on the Mainstreet BVI website, but such information may not always be correct, complete, or up to date. Mainstreet BVI will update the information on the Mainstreet BVI website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Mainstreet BVI website may also contain links to third-party websites, applications, events or other materials ("Third Party Content"). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Mainstreet BVI of any products or services. Mainstreet BVI shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Mainstreet BVI website or in any Third Party Content.
26. Governing Law; Venue
The laws of the British Virgin Islands shall govern these Terms. The courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute arising out of, or connected with, these Terms.
27. Entire Agreement
The following applies to both Mint Users and Holding Users: The failure of Mainstreet BVI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 27. Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms. The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms, the msUSD Mint User Agreement, the General Terms of Service, and Mainstreet BVI's policies governing the holding or use of msUSD, the use of the msUSD Services referenced herein, and the Privacy Policy constitute the entire agreement between you and Mainstreet BVI with respect to the holding or use of msUSD, and the use of the msUSD Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Mainstreet BVI and other Mainstreet BVI affiliates which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.
The following only applies to Mint Users: Notwithstanding anything to the contrary set forth in these Terms or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the msUSD Mint User Agreement (i) in connection with any msUSD transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency transaction, the terms of the msUSD Mint User Agreement shall control.
28. E-Sign Consent
Please be aware that your consent to the electronic delivery of disclosures is required to use any of the Services (as defined in the msUSD Mint User Agreement). If you are unable or unwilling to provide such consent, you will not be able to become a Mint User. Once you are a Mint User you can rescind your consent to electronic delivery of disclosures at any time and receive paper communications as set forth below.
This E-Sign Consent applies to any and all communications and/or disclosures that Mainstreet BVI is legally required to provide to you in writing in connection with your status as a Mint User and any related products and services ("Communications"). This E-Sign Consent supplements and is to be construed in accordance with the terms and conditions contained in the msUSD Mint User Agreement.
When you use the Services, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic communications and transactions includes, but is not limited to:
Legal and regulatory disclosures and communications associated with your registration or the Services;
Notices or amendments relating to the msUSD Mint User Agreement, the Privacy Policy, the Cookie Policy or this E-Sign Consent;
Communications regarding any transactions; and
Responses to claims filed in connection with your relationships with Mainstreet BVI as a Mint User.
Methods of Communication
All Communications that we provide to you in electronic form will be provided by e-mail, by posting to the Mainstreet BVI website (mainstreet.finance), or through other electronic communication such as mobile push notification or text message.
Hardware Requirements
In order to access, view, and retain electronic Communications that we make available to you, you must have the following software and hardware:
A valid e-mail address.
A computer or other device capable of accessing the internet with a current web browser that supports at least 128 bit encryption, such as Google Chrome, Apple® Safari, Microsoft® Internet Explorer, or Mozilla Firefox®. The browser must have cookies enabled.
The computer must also have a printer or disk drive to print or retain copies of this E-Sign Consent and any Communications.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete e-mail address, your contact information, and other information related to this E-Sign Consent and your registration, keep such information up to date.
Withdrawing Consent
You may withdraw your consent to receive electronic Communications at any time by sending us a written request by email. You understand that any withdrawal of your consent to receive electronic Communications will be effective only after Mainstreet BVI has had a reasonable period of time to process your withdrawal. You understand that withdrawing your consent to electronic Communications will likely result in the termination of your status as a Mint User.
Communications in Writing
All electronic Communications from us to you will be considered "in writing" and shall have the same meaning and effect as a paper Communication. You should print or download for your records a copy of this E-Sign Consent and any other Communication that is important to you. You acknowledge and agree that Communications are considered received by you within 24 hours of the time posted to the Mainstreet BVI website (mainstreet.finance), or within 24 hours of the time emailed to you unless Mainstreet BVI receives notice that the email was not delivered.
General
Mainstreet BVI reserves the right, in our sole discretion, to cancel this electronic Communication service, or to terminate or change the terms and conditions on which Mainstreet BVI provides electronic Communications. Mainstreet BVI will provide you with notice of any such termination or change as required by law.
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