Terms of use

1. About these terms

These Terms of use (Terms) govern your access to and use of the website at openpasskey.com (the Site), the OpenPasskey software development kits, sample code, documentation, and the smart-contract protocol we publish (together, the Service). By accessing the Site or using the Service you agree to these Terms. If you do not agree, do not use the Service.

The Service is provided by OpenPasskey Pty Ltd (ABN 27 688 670 420), a company registered in New South Wales, Australia (we, us, our).

2. What OpenPasskey is — and is not

OpenPasskey is a stablecoin payment-settlement protocol and developer toolkit. The protocol is open source. Smart contracts execute on Base and other public blockchains. The Site and SDK help you integrate with that protocol.

OpenPasskey is not a bank, custodian, deposit-taking institution, money-transmitter, exchange, or issuer of any financial product. We do not hold customer funds, take deposits, settle payments on behalf of any party, or provide financial advice. Stablecoins accepted via the protocol (including AUDD, AUDM and USDC) are issued by their respective third-party issuers, who are responsible for the terms, redemption, and regulatory status of those tokens.

3. Eligibility

To use the Service you must be at least 18 years old and have legal capacity to enter into a binding contract under the laws of your jurisdiction. If you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation and the organisation is bound to these Terms.

4. Acceptable use

You agree that you will not:

• use the Service for any unlawful purpose, or in breach of sanctions, anti-money-laundering, counter-terrorism-financing, tax, consumer protection, or privacy laws applicable to you;
• use the Service to facilitate fraud, infringe intellectual property rights, or harass any person;
• attempt to gain unauthorised access to any part of the Service, interfere with its operation, or probe for vulnerabilities outside a security disclosure that has been agreed with us in writing;
• scrape, mirror, or systematically extract data from the Site for commercial use without our written permission; or
• hold the Service out as endorsed, certified or insured by any party other than as we have stated in writing.

5. Merchant onboarding

If you are a merchant accepting payments through the protocol, a separate written merchant agreement applies in addition to these Terms. To the extent of any inconsistency, the merchant agreement prevails. You must hold an active Australian Business Number (ABN) or equivalent in your jurisdiction, and you are responsible for your own compliance with consumer law, tax law, and AML/CTF obligations.

6. Intellectual property

The OpenPasskey name, logo, and brand assets are owned by us. Smart contracts and SDK code released under an open-source licence are governed by that licence. Nothing in these Terms grants you a right to use our brand assets except as we have approved in writing.

7. No financial advice

Information on the Site and in our documentation is general in nature and is not personal financial, investment, tax, or legal advice. You should obtain your own professional advice before relying on it.

8. Liability

To the maximum extent permitted by law, the Service is provided “as is” and “as available”. We do not warrant that the Service will be uninterrupted, error-free, secure against every attack, or fit for any particular purpose. We are not liable for any indirect, consequential, special, or incidental loss, or for loss of profits, revenue, data, goodwill, or business opportunity, however arising. Nothing in these Terms excludes or limits any consumer guarantee or right that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

Where a non-excludable consumer guarantee applies and we are permitted to limit our liability, our liability is limited to (at our option): re-supplying the Service, or paying the cost of having the Service supplied again.

9. Indemnity

You agree to indemnify us against any claim, liability, loss, damage, or expense (including reasonable legal costs) suffered or incurred by us arising out of your breach of these Terms, your unlawful use of the Service, or any infringement by you of a third party's rights.

10. Suspension and termination

We may suspend or terminate your access to the Service at any time where we reasonably believe you are in breach of these Terms, where required by law, or where continued provision would expose us or other users to material risk. Termination does not affect any rights accrued before termination.

11. Changes to these Terms

We may update these Terms from time to time. The current version will always be available at this URL with the “Last updated” date above. Material changes will be notified via the Site or by email where you have provided one. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

12. Governing law

These Terms are governed by the laws in force in New South Wales, Australia. You and we submit to the exclusive jurisdiction of the courts of New South Wales (and courts entitled to hear appeals from them) in respect of any dispute arising under these Terms.

13. Contact