Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") are a binding legal agreement between you ("you," "your," or "User") and Meridian Digital Group LLC, a Wyoming limited liability company ("Meridian," "we," "us," or "our"), governing your access to and use of the Arcane website located at arcane-finance.com and any subdomains (the "Site"), the Arcane trading application (the "Trading App"), the commodity-backed payment stablecoins issued by Meridian (collectively, the "Tokens"), and any related services, APIs, developer tools, documentation, and content (collectively, the "Services").

By accessing or using any Service, by clicking a button or checking a box indicating agreement, or by continuing to use the Services after notice of a change, you agree to be bound by these Terms, our Privacy Policy, and any additional terms referenced herein or presented at the point of use. If you do not agree, you must not access or use the Services.

2. Definitions

In addition to terms defined elsewhere, the following definitions apply:

"Applicable Law" means all federal, state, local, and foreign laws, statutes, regulations, rules, and orders applicable to a given Service and to the parties.

"BSA" means the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended.

"CEA" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended.

"CLARITY Act" means the Digital Asset Market Clarity Act of 2025, including Section 21 governing commodity-backed payment stablecoins.

"Commodity" means a physical, CEA-exempt commodity (as defined in 7 U.S.C. § 1a(21)) that is physically deliverable and that backs a particular Token.

"Custodian" means a qualified third-party custodian engaged by Meridian to hold physical Commodities on behalf of Token holders, including but not limited to LBMA-approved vaults, CME-approved warehouses, LME-approved warehouses, and licensed terminal operators.

"FinCEN" means the U.S. Financial Crimes Enforcement Network.

"KYC" means the identity-verification process required under BSA, OFAC, and Applicable Law.

"Mint" means the process by which Tokens are created in exchange for value and the corresponding physical Commodity is placed into custody.

"OFAC" means the U.S. Treasury Department's Office of Foreign Assets Control.

"Redemption" means the process by which Tokens are burned in exchange for cash or physical delivery of the underlying Commodity.

"Reserves" means the physical Commodities held by Custodians in support of outstanding Tokens.

"Wallet" means any self-custodial or hosted wallet used to hold Tokens, whether provided by Meridian or a third party.

3. Eligibility

To use the Services you must:

• Be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher;
• Have the legal capacity to enter into these Terms;
• Not be a resident, national, or agent of any country, territory, or region subject to comprehensive U.S. sanctions, including but not limited to Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine, and any other jurisdiction subject to comprehensive U.S. sanctions from time to time;
• Not appear on the U.S. Treasury Department's OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department's Denied Persons List or Entity List, or any similar sanctions, denied, or restricted-persons list maintained by any U.S., EU, UK, UN, or other competent authority;
• Not be a politically exposed person (PEP) subject to enhanced due diligence without having first completed such due diligence with us;
• Not be prohibited from using the Services under the laws of your jurisdiction or the United States;
• If acting on behalf of a legal entity, be duly authorized to bind that entity and have provided all information we reasonably require regarding beneficial ownership and control.

We may restrict, suspend, or refuse Services to any person or entity in our sole discretion for any lawful reason, including geographic restrictions, risk-based determinations, or our compliance policies.

4. Accounts and Identity Verification (KYC/AML)

To mint, redeem, transfer, or transact in Tokens above applicable thresholds, you must create an account and complete identity verification. Meridian is registered with FinCEN as a money services business and complies with the Bank Secrecy Act, the USA PATRIOT Act, OFAC regulations, the FinCEN Travel Rule (31 C.F.R. § 1010.410(f)), and applicable state financial regulations.

4.1 Information you provide

You agree to provide accurate, current, and complete information during registration and to promptly update any information that becomes inaccurate, including but not limited to legal name, date of birth, nationality, government-issued identification, residential address, taxpayer identification number, source of funds, and, for entities, beneficial ownership disclosures.

4.2 Verification

You authorize Meridian and its service providers to verify the information you provide through third-party data sources, credit bureaus, government databases, and sanctions-screening vendors. We may require additional documentation, including proof of address, proof of income, or enhanced due diligence materials, particularly for high-value transactions or higher-risk profiles.

4.3 Account security

You are responsible for maintaining the confidentiality of your account credentials, for enabling multi-factor authentication, and for all activity under your account, whether or not authorized. You agree to notify us immediately at security@arcane-finance.com of any unauthorized access or suspected compromise. We will not be liable for losses arising from your failure to safeguard credentials or to promptly report compromise.

4.4 Suspension for compliance

We may suspend, freeze, or terminate accounts at any time and without prior notice where we reasonably believe the account is associated with fraud, money laundering, terrorist financing, sanctions evasion, market manipulation, or any other prohibited activity, or where required by Applicable Law, a court order, or a regulator or law enforcement request.

5. Description of Services

Meridian operates a platform for the issuance, transfer, and redemption of commodity-backed payment stablecoins. Meridian is licensed by the Wyoming Division of Banking as a commodity-backed payment stablecoin issuer under Section 21 of the CLARITY Act. The Services include, without limitation:

• The Site — informational, marketing, and educational content;
• The Trading App — a client-facing interface to mint, redeem, hold, view, transfer, and manage Tokens;
• Developer APIs, SDKs, and documentation made available to approved partners;
• Proof-of-reserve feeds, attestations, and analytics;
• Supporting services for custody, compliance, and risk operations.

The Services are provided "as is" and may change over time. We may add, remove, suspend, or modify features at our discretion.

6. The Arcane Trading Application

6.1 Not a brokerage or exchange

The Trading App is not a registered broker-dealer, futures commission merchant, securities exchange, alternative trading system, designated contract market, swap execution facility, or money transmitter in any jurisdiction in which registration is not obtained. It is a client-facing interface for the minting, redemption, and peer-to-peer transfer of commodity-backed payment stablecoins issued by Meridian. All "trades" executed in the Trading App are mint, redemption, or transfer operations on the underlying blockchain.

6.2 Order handling

Mint and redemption orders are processed on a best-efforts basis during operating hours. Published prices are indicative and reflect the then-current spot price of the relevant Commodity plus or minus applicable fees and spreads. Execution price may differ from the displayed price due to market movement between order placement and confirmation, network conditions, custodian constraints, or extraordinary circumstances. We do not guarantee that any particular order will be executed at the displayed price.

6.3 No leverage, no derivatives

The Trading App does not offer margin, leverage, futures, options, perpetual swaps, contracts for difference, or any other derivative product. You cannot borrow against Tokens within the Trading App. There is no liquidation mechanism because there is no leverage. Any third-party service that offers leveraged exposure to Tokens does so at its own risk and without Meridian's endorsement.

6.4 Scheduled maintenance and downtime

The Trading App may be unavailable from time to time due to scheduled maintenance, network congestion, custodian operating constraints, force majeure events, or unforeseen technical issues. We will use commercially reasonable efforts to provide advance notice of scheduled downtime but do not guarantee any particular level of availability. We are not liable for losses arising from temporary unavailability.

6.5 Device and security

You are responsible for securing the devices and networks from which you access the Trading App, including maintaining updated operating systems and browsers, using strong and unique passwords, enabling multi-factor authentication, and safeguarding recovery phrases or private keys for any self-custodial wallet. We cannot recover funds sent to an incorrect address or lost through compromise of your own device or credentials.

7. Tokens, Reserves, and Legal Nature

Each Token issued by Meridian represents a right to redeem a fixed physical quantity of a specific Commodity, as stated in that Token's product specification (for example, 1 XAUS = 1 gram of fine gold; 1 XOIL = 1 barrel of WTI crude oil). Reserves are unit-based, not dollar-based: if the market price of the underlying Commodity rises or falls, the dollar value of your Token rises or falls with it. The physical quantity backing each Token does not change.

Meridian custodies, or causes to be custodied for the benefit of holders, an amount of physical Commodity equal to or greater than the outstanding supply of each Token, in accordance with Section 21(c)(1)(D) of the CLARITY Act. Reserves are segregated from Meridian's general operating assets and held in bankruptcy-remote structures. Reserves are verified monthly by an independent PCAOB-registered accounting firm, with attestations published on the Site and cryptographically anchored on-chain via a reserve-proof oracle.

8. Mint and Redemption

8.1 Minting

To mint Tokens, you deposit U.S. dollars (via ACH, wire, or supported payment rail) or approved stablecoins, submit an order, and authorize Meridian to purchase the underlying Commodity at prevailing market prices. Upon confirmation that the Commodity has been acquired and placed into custody, the corresponding Tokens are minted to your designated Wallet. Minted quantities are subject to applicable fees, spreads, and minimum order sizes as disclosed in the Trading App.

8.2 Cash redemption

Holders may burn Tokens and receive U.S. dollars calculated at the prevailing market price of the underlying Commodity at time of burn, less applicable fees and spreads. Cash redemption proceeds are delivered via ACH, wire, or stablecoin, subject to BSA/AML screening, withdrawal limits, and any hold periods required by our banking partners or Applicable Law.

8.3 Physical delivery

Physical delivery of the underlying Commodity may be available, subject to minimum quantities, delivery handling fees, insured shipping costs, scheduling constraints, applicable taxes and duties, regulatory approvals, and the terms of our custodian and terminal partners. Not all Commodities are eligible for physical delivery to individual holders. Physical delivery requests may require additional documentation, enhanced due diligence, and compliance checks. Meridian may refuse physical delivery requests where such delivery would violate Applicable Law or our policies.

8.4 Redemption queue

In the event of extraordinary redemption volume that temporarily exceeds the liquid portion of Reserves, Meridian may implement a pro-rata redemption queue to maintain the 1:1 reserve obligation and ensure fair treatment of holders. Any such mechanism will be disclosed in advance where practicable and applied in a non-discriminatory manner.

8.5 Transaction monitoring

All mint and redemption transactions are subject to transaction monitoring, sanctions screening, and blockchain analytics. We may delay, hold, or reverse pending transactions that trigger compliance flags, and we may terminate accounts or freeze Tokens where required by Applicable Law or in response to a lawful order.

9. Fees

Our current fee schedule is published on the Site and within the Trading App. Fees may include, without limitation: (a) mint fees; (b) redemption fees; (c) per-transfer fees; (d) custody and storage pass-through fees; (e) physical delivery, handling, insurance, and shipping fees; (f) network or gas fees; (g) wire and ACH fees; (h) foreign-exchange fees; and (i) premium-service fees for priority or institutional tiers. We may change fees from time to time upon reasonable notice. Fees in effect at the time of a transaction apply to that transaction.

10. Risk Disclosures

Use of the Services involves significant risk. You acknowledge and accept the following non-exhaustive list of risks:

• Market risk. Commodity prices fluctuate, sometimes dramatically. The dollar value of Tokens may decrease, and you could lose a substantial portion or all of your principal.
• Custodian risk. Despite insurance, due diligence, and diversification, physical Commodities held by Custodians may be subject to loss, damage, theft, fraud, or mismanagement.
• Regulatory risk. Applicable Law, including but not limited to the CLARITY Act, BSA, CEA, securities laws, tax laws, and sanctions regulations, may change. A change in Applicable Law could affect your ability to mint, redeem, transfer, or hold Tokens.
• Smart contract risk. The on-chain components of the Tokens depend on smart contracts that could contain bugs, vulnerabilities, or be exploited, despite independent audits.
• Blockchain risk. Network outages, reorganizations, gas spikes, consensus failures, forks, or other blockchain-level events may impair or prevent transfers.
• Liquidity risk. Secondary markets for Tokens may have limited liquidity. You may not be able to mint, redeem, or sell Tokens at your desired price or at all during periods of market stress.
• Operational risk. System failures, cybersecurity incidents, human error, or third-party service disruptions may temporarily prevent access or impair transactions.
• Counterparty risk. The insolvency or default of Meridian, a Custodian, a bank, a payment processor, or other service provider could affect your ability to mint, redeem, or access Tokens.
• Irreversibility. Blockchain transactions are generally final and cannot be reversed. Sending Tokens to an incorrect address, an incompatible network, or a smart contract that cannot return funds may result in permanent loss.
• Tax risk. Tax treatment of Tokens, mint, redemption, and transfers varies by jurisdiction and may change. You are solely responsible for determining and satisfying any tax obligations.
• Technology risk. Loss of private keys, compromise of recovery phrases, phishing, malware, and social engineering can cause permanent loss of Tokens.

11. No Investment, Legal, or Tax Advice

Nothing on the Site, in the Trading App, or in any communication from Meridian constitutes investment, legal, tax, or accounting advice. Meridian is not a registered investment adviser, broker-dealer, or fiduciary to you. You are solely responsible for determining whether any Service is appropriate for you in light of your objectives, experience, financial resources, and risk tolerance. You should consult qualified professionals before making any decision regarding the Services.

12. Prohibited Uses

You agree not to use the Services to:

• Violate any Applicable Law, regulation, sanctions regime, or order of any governmental authority;
• Engage in money laundering, terrorist financing, tax evasion, or structuring;
• Engage in fraud, market manipulation, spoofing, layering, wash trading, front-running, insider trading, or any deceptive or abusive trading practice;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Provide false, misleading, or altered identification or documentation;
• Interfere with or disrupt the Services, our servers, our networks, or any User's use of the Services, including via denial-of-service attacks, scraping beyond permitted API rate limits, introduction of malicious code, or exploitation of vulnerabilities;
• Reverse engineer, decompile, disassemble, or attempt to extract source code from the Services except as permitted by Applicable Law;
• Use the Services on behalf of any sanctioned person, country, or entity, or in a manner that would cause Meridian to violate sanctions;
• Finance weapons of mass destruction, illegal drug trafficking, human trafficking, child sexual abuse material, or other activity prohibited by Applicable Law;
• Infringe the intellectual property, privacy, publicity, or contractual rights of any third party;
• Use automated means (including bots, crawlers, or similar software) to access the Services except as expressly permitted by our written policies or API terms.

13. Intellectual Property

All content on the Site and in the Trading App, including but not limited to text, graphics, logos, icons, images, audio, video, code, data compilations, and design elements ("Content"), is owned by or licensed to Meridian and is protected by U.S. and international copyright, trademark, trade secret, and other intellectual property laws. "Arcane," "Meridian Digital Group," and related marks are trademarks of Meridian. You may not copy, modify, distribute, sell, publicly display, or create derivative works from the Content without our prior written consent, except for personal, non-commercial use or as expressly permitted by Applicable Law.

Subject to these Terms, Meridian grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely as permitted by these Terms. Any feedback, suggestions, or ideas you submit to Meridian regarding the Services may be used by Meridian without obligation to you.

14. Third-Party Services and Links

The Services may integrate with or link to third-party products, services, networks, or content, including blockchains, Wallets, price oracles, analytics providers, KYC/AML vendors, payment processors, banks, Custodians, insurance providers, and others. Meridian does not control and is not responsible for third-party services. Your use of third-party services is at your own risk and subject to the terms and privacy policies of those third parties.

15. Disclaimers

16. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the greatest extent permitted by Applicable Law. Nothing in these Terms limits any liability that cannot be lawfully limited, including liability for gross negligence, willful misconduct, or fraud.

17. Indemnification

You agree to defend, indemnify, and hold harmless Meridian and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any Applicable Law; (d) your violation of any third-party right, including intellectual property, privacy, or contract rights; (e) any content or information you submit through the Services; or (f) any dispute between you and a third party relating to the Services. Meridian reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

18. Suspension and Termination

We may suspend, restrict, or terminate your access to the Services at any time, with or without notice and with or without cause, including but not limited to suspected violation of these Terms, suspected fraud or compromise, legal or regulatory requirement, inability to verify your identity, extended inactivity, or discontinuation of a Service. Upon termination: (i) your right to access the Services immediately ceases; (ii) provisions of these Terms that by their nature are intended to survive termination shall survive, including Sections 10–27; (iii) you remain liable for all outstanding amounts owed to Meridian; and (iv) your right to redeem outstanding Tokens persists to the extent required by Applicable Law and our governing reserve policy.

19. Binding Arbitration and Class Action Waiver

19.1 Agreement to arbitrate

You and Meridian agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Meridian (each, a "Dispute") shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect at the time arbitration is commenced. This arbitration agreement is governed by the Federal Arbitration Act.

19.2 Location and procedure

The arbitration shall be conducted in Cheyenne, Wyoming, or by telephone or video conference at the User's election. The arbitrator's decision shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief a court could award, subject to the limitations set forth in these Terms.

19.3 Class action waiver

You and Meridian agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative, class, or collective proceeding. If this class action waiver is found to be unenforceable with respect to a particular claim, that claim shall proceed in court, but all other claims shall remain subject to arbitration.

19.4 No opt-out

By accepting these Terms, you agree to be bound by the arbitration agreement set forth in this Section, and you do not have the right to opt out. All disputes arising out of or relating to these Terms or the Services will be resolved exclusively through binding, individual arbitration as described herein. This agreement to arbitrate applies to you upon your first acceptance of these Terms and continues to apply to all future versions of these Terms. Agreeing to arbitration does not affect any other part of these Terms.

19.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property, to enforce confidentiality obligations, or to address violations of law requiring immediate court intervention.

20. Governing Law and Venue

These Terms and any Dispute not subject to arbitration shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The exclusive venue for any non-arbitrable action shall be the state and federal courts located in Laramie County, Wyoming, and each party consents to the personal jurisdiction of those courts.

21. Export Controls and Sanctions

You represent that you are not (a) located in a country subject to a U.S. government embargo or designated as a "terrorist-supporting" country, or (b) listed on any U.S. government list of prohibited or restricted parties. You agree not to use or export the Services, or any technical data received through the Services, in violation of U.S. export control laws, sanctions regulations, or any other Applicable Law. You are responsible for compliance with all Applicable Laws relating to export, re-export, and import of the Services.

22. Force Majeure

Meridian shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, riot, civil unrest, government action, changes in law, labor disputes, telecommunications or internet failures, blockchain network disruptions, cyberattacks, or failures of third-party service providers.

23. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this Section is void. Meridian may assign these Terms, in whole or in part, at any time, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.

24. Notices

We may provide notices to you by email to the address associated with your account, by posting on the Site or in the Trading App, or by any other reasonable means. You are responsible for keeping your contact information current. You may provide notices to Meridian at legal@arcane-finance.com or by mail to the address in Section 27. Notices are deemed given on receipt for electronic notices and five (5) business days after mailing for postal notices.

25. Entire Agreement; Severability; Waiver

These Terms, together with our Privacy Policy and any additional terms referenced herein or presented at the point of use, constitute the entire agreement between you and Meridian regarding the Services and supersede all prior agreements and understandings, whether written or oral. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision shall not be a waiver of that or any other right or provision. The headings in these Terms are for convenience only and do not affect interpretation.

26. Changes to These Terms

We may update these Terms from time to time. The "Updated" date at the top of this page indicates when these Terms were last revised. For material changes, we will provide notice by email or through an in-app notice at least thirty (30) days before the changes take effect, unless an earlier effective date is required by Applicable Law. Your continued use of the Services after the effective date of an updated version constitutes acceptance of the changes. If you do not agree, you must stop using the Services and may request redemption of any outstanding Tokens in accordance with these Terms.

27. Contact

Meridian Digital Group LLC
1309 Coffeen Avenue, Suite 1200
Sheridan, WY 82801
United States
Legal: legal@arcane-finance.com