USDD Brand Assets License and Terms of Use

These Brand Assets License and Terms of Use ("Terms") govern the use of all visual assets, including but not limited to logos, trademarks, wordmarks, and color palettes (collectively, "Brand Assets") available for download via the USDD Brand Kit. By downloading or using these Brand Assets, you agree to be bound by these Terms (hereinafter referred to as “Licensee”).

1. Limited License Grant

Subject to compliance with these Terms, a non-exclusive, non-transferable, non-sublicensable, and revocable license is granted to use the USDD Brand Assets strictly for the purposes of identifying and promoting USDD and sUSDD products and services.

2. Permitted Use Cases

The Brand Assets are intended for use by exchanges, wallets, ecosystem partners, and media outlets in the following scenarios:

● Exchange Listings: Displaying the USDD logo and name when listing USDD trading pairs.

● Wallet Integration: Visual representation of USDD / sUSDD within wallet interfaces.

● DeFi Protocols: Referencing USDD / sUSDD in decentralized finance protocol dashboards.

● Data/Analysis Tools: Third-party data dashboards, block explorers, and analytics tools label USDD.

● Media & Content: Use by media organizations, research institutions, and community creators (KOLs) for reporting or educational content related to USDD.

● Joint publicity: Co-branding activities with partners.

2.1. Authorized Contractors

Licensee may allow its authorized agents, employees, or contractors to use the Brand Assets solely on Licensee’s behalf and under Licensee’s direction, provided that Licensee remains fully liable for such third-party compliance with these Terms.

3. Usage Guidelines and Restrictions

To maintain brand integrity and protect users from deceptive practices, the following restrictions apply:

Restriction	Prohibited Actions
Modification	Altering, stretching, distorting, or changing the colors of the Brand Assets.
Registration	Using USDD trademarks within company names, social media handles, or domain names.
Deception	Using Brand Assets for phishing, malware distribution, or any deceptive practices.
Endorsement	Using Brand Assets in a way that implies a formal partnership or endorsement where none exists.
Naming	Using unofficial naming conventions; official terms are strictly USDD and sUSDD.

4. Quality Control and Audit Rights

Licensee shall use the Brand Assets only in the form and manner expressly authorized herein. Upon USDD's reasonable request, Licensee shall provide USDD with samples of any materials, websites, applications, or other media featuring the Brand Assets for quality control review. USDD reserves the right, in its sole discretion, to require Licensee to modify or cease any use of the Brand Assets that does not meet USDD's quality standards or is inconsistent with the brand image of USDD. USDD may, upon reasonable notice, audit Licensee's use of the Brand Assets to verify compliance with these Terms. Licensee shall cooperate fully with any such audit and shall provide USDD with access to all relevant records and materials. If an audit reveals a material breach of these Terms, Licensee shall reimburse USDD for the reasonable costs of the audit.

5. Intellectual Property Rights

All Brand Assets remain the exclusive intellectual property of the USDD entity. This license does not grant any ownership rights. USDD reserves the right to object to any use of the Brand Assets that we deem, in our sole discretion, to be unlawful or harmful to the brand reputation.

6. User Obligations and Restrictions

Licensee hereby covenants and agrees that Licensee shall not, directly or indirectly, interfere with, challenge, or contest USDD’s rights, title, or interest in the Brand Assets, nor shall Licensee challenge USDD’s use, registration, or application to register such Brand Assets. Licensee is strictly prohibited from harming, misusing, or bringing into disrepute the Brand Assets. Licensee shall not register or use the Brand Assets in connection with any company name, trade name, trademark, service mark, copyright, domain name, social media handle or account, avatar, online advertising keyword or tool (including but not limited to search engine advertising), metadata, source code, telephone number, or third-party product or service, or in any manner that creates a reasonable likelihood of confusion, mistake, or deception, or that implies USDD’s sponsorship, endorsement, or affiliation. Any use of the Brand Assets for phishing, malware, unauthorized data harvesting, or any unlawful, deceptive, defamatory, libelous, threatening, or manipulative activity is strictly prohibited. All goodwill, rights, and title derived from the use of the Brand Assets shall inure solely and exclusively to the benefit of USDD.

7. Revocation of Rights and Compliance

Strict compliance with these Terms is a condition precedent to the license granted herein. Any breach of these Terms shall result in the automatic and immediate termination of this license without notice. USDD reserves the right, in its sole and absolute discretion, to object to, prohibit, or demand the cessation of any use of its Brand Assets that it deems unlawful, improper, or detrimental to the USDD brand, regardless of whether such use is explicitly prohibited by these guidelines. Upon receipt of notice from USDD, Licensee agrees to immediately cease all use of the Brand Assets. Furthermore, upon any violation of these Terms, Licensee hereby irrevocably agrees to immediately assign, transfer, or relinquish to USDD any and all infringing social media profiles, handles, accounts, trademark filings, domains, or other assets, at USDD’s demand. Licensee's right to use the Brand Assets is automatically and irrevocably revoked upon any violation, irrespective of whether notice is provided. Upon revocation, Licensee must immediately cease all use of the Brand Assets and certify the deletion or destruction of all downloaded files. Any use subsequent to revocation shall be deemed willful, intentional infringement of USDD’s intellectual property rights, subject to the maximum extent of applicable law. If Licensee does not agree to these terms, Licensee is not authorized to download or use the Brand Assets.

8. Indemnification

Licensee agrees to indemnify, defend, and hold harmless USDD, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Licensee's use of the Brand Assets in violation of these Terms; (b) any claims that Licensee's use of the Brand Assets infringes the rights of any third party; (c) any misrepresentation or breach of warranty by Licensee; or (d) any unlawful, deceptive, or improper conduct by Licensee in connection with the Brand Assets.

9. No-Challenge and Non-Disparagement

Licensee covenants and agrees that it shall not, directly or indirectly: (a) challenge, contest, or interfere with USDD's rights, title, or interest in or to the Brand Assets, or the validity or enforceability of any trademark registrations or applications relating thereto; (b) assist any third party in doing so; or (c) make any statements, whether oral or written, that disparage, defame, or negatively reflect upon USDD, its Brand Assets, or its products and services. Licensee further agrees not to register or apply to register any trademark, service mark, domain name, or social media handle that is confusingly similar to any of the Brand Assets.

10. Reservation of Rights

Except for the express limited license granted herein, USDD reserves all rights, title, and interest in and to the Brand Assets, including all intellectual property rights therein. Nothing in these Terms shall be construed as granting Licensee any ownership rights in the Brand Assets or any right to use the Brand Assets beyond the express scope of this license. No implied licenses or rights are granted hereunder. USDD expressly reserves the right to use, license, and exploit the Brand Assets in any manner it deems appropriate.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the use of the Brand Assets shall be resolved exclusively through binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, USDD shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE AND ANY OTHER PERSON AGREES THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE BRAND ASSETS SHALL BE BROUGHT IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

12. Modification of Terms

USDD reserves the right to modify these Terms at any time. Licensee's continued use of the Brand Assets after the posting of any modified Terms shall constitute Licensee's acceptance of such modifications. If Licensee does not agree to any modified Terms, Licensee must immediately cease all use of the Brand Assets and destroy all copies in its possession.

13. No Waiver

No failure or delay by USDD in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be deemed severed from these Terms. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

15. Disclaimer of Liability

The Brand Assets are provided "as-is." USDD disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensee is solely responsible for its use of the Brand Assets, and such use is at Licensee's own risk.

16. Survival

Any provision of these Terms that by its nature should survive the termination or expiration of these Terms and the revocation of the license granted herein shall survive, including, without limitation, the provisions of Sections 5 (Intellectual Property Rights), 6 (User Obligations), 7 (Revocation of Rights and Compliance), 8 (Indemnification), 9 (No-Challenge and Non-Disparagement), 10 (Reservation of Rights), 11 (Governing Law and Dispute Resolution), 13 (No Waiver), 14 (Severability), 15 (Disclaimer of Liability), 17 (Entire Agreement), 18 (No Agency or Partnership), and this Section 16. Termination of this license shall not relieve Licensee of any obligations accrued prior to such termination.

17. Entire Agreement

These Terms constitute the entire agreement between Licensee and USDD regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, agreements, or understandings, whether written or oral. Licensee acknowledges that it has not relied on any representation or promise not expressly set forth in these Terms.

18. No Agency or Partnership

Nothing in these Terms shall be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between USDD and Licensee. Licensee has no authority to bind USDD or to make any representations or warranties on behalf of USDD. Licensee shall not hold itself out as an agent, representative, or partner of USDD in any manner.

19. Contact for Special Use

For co-branding activities or other matters, please contact:[e-mail]