1. Agreement to these Terms
These Terms of Use (the “Terms”) govern access to and use of the Saber Vault website, Howey Converter, Trade Desk, White Paper, liquidity portal, and any related interfaces, documentation, or local records (collectively, the “Service”). The Service is operated by the operator of the Saber Vault protocol (“Operator,” “we,” “us”). By accessing or using the Service, you agree to these Terms and to the Privacy Policy, Security Policy, Cookie & Local Storage Notice, Electronic Communications & E-SIGN Notice, Notices & Contact, Intellectual Property Notice, Acceptable Use Policy, Risk Disclosures, Regulatory Notice, AML, Sanctions & Program Review Notice, Market Data Disclaimer, Conflicts of Interest, and Disclaimers (together, the “Legal Documents”).
If you do not agree, do not use the Service. If you use the Service on behalf of an entity, you represent that you have authority to bind that entity, and “you” includes that entity.
The Legal Documents are effective as of 11 September 2026 (Version 2.1) unless a later version is posted on the Service. A first-visit banner records your agreement to the Legal Documents, your consent to electronic records, and your TradingView market-data preference in localStorage key saber_consent (schema v2), including the Legal Documents version. Legal pages remain readable without that click. If the version changes, the banner is presented again. “Accept” and “Necessary only” are the agreement actions — browsing behind an open banner is not acceptance.
2. Definitions
“Converter” means the Howey Converter workflow, including templates, representation questions, scoring, utility wrappers, operational utility catalog, generated Legal-Rationale memoranda, human-authorization screens, and mint specifications.
“Issuer KYB” means the institutional onboarding packet in the Service (legal identity, identifiers, beneficial owners, officer roster, attestations, and Program Review).
“Custody packet” means the asset-instance record (identifier, situs, title evidence, custodian, valuation as-of) that must be attested before Factory mint.
“Holder allowlist” means the Program Review roster of wallets that may receive a restricted RWA on the Desk. It is not CIP under the BSA and not accreditation verification under Regulation D.
“Freeze” means an interface block on secondary matching for an instrument, triggered by officer action, broken custody, issuer suspension, or stale valuation (oracle refresh older than 90 days).
“Desk” means the Trade Desk, including native SBRV/USDC books, RWA instrument books, the order book, the liquidity book, the liquidity portal, and any TradingView market tape displayed in the interface.
“Factory” means a controlled issuance path described in the Service. In this version of the Service, Factory minting is a local specification record only; it is not an on-chain deployment unless and until separately contracted and deployed.
“Instrument” means any token, credit, or other digital representation described in a mint specification or listed on the Desk, including SBRV and any RWA token.
“Networks” means Robinhood Chain, Arc Network, PulseChain, and any other settlement environment selected in the interface. Operator does not operate those networks.
“SBRV” means the protocol utility token described in the White Paper, Tokenomics Plan, and Desk. In this interface SBRV is mint fuel, an access bond, and a native Desk pair. It is not a claim on any RWA’s cashflows, NAV, or appreciation. Description as a utility token is a design posture, not a legal conclusion.
3. Eligibility and institutional character
The Service is designed for sophisticated, institutional, or professional users evaluating RWA structures. It is not a retail brokerage, not a consumer investment app, and not directed at children. You must be at least 18 years old and legally able to enter a contract.
A Factory mint specification will not be recorded unless: (a) an Issuer KYB packet for the issuer of record has status “passed” under Program Review; (b) a rostered officer with attest and mint authority authorizes the specification; (c) an attested custody packet is bound to that issuer; (d) an operational utility catalog (unit, redeemable good or service, venue, burn flag) is complete; (e) a holder-allowlist policy is declared (restricted if secondary transfer is enabled; issuer-only otherwise); (f) the custody valuation as-of date is not older than 90 days; and (g) the issuer’s Desk SBRV balance covers the mint fee (1,000 SBRV per RWA token) plus, on first mint of that instrument, issuer and officer access bonds, and the issuer’s Desk USDC balance covers the non-refundable platform fee (floor $1,000, cap $50,000, paid to the developer wallet from units × issuer-set unit value). There is no protocol cap on how many RWA tokens an issuer may specify. Typed company names and typed officer names are not accepted as a substitute.
Program Review is a completeness, format, and name-screen control that runs in the browser. It is not customer identification under the Bank Secrecy Act, not a licensed KYC/KYB vendor check, not sanctions screening by a competent authority, and not accreditation verification. Passing Program Review does not mean the issuer is eligible to offer securities or that any Instrument is not a security.
The Service does not enforce retail accreditation or jurisdictional geo-blocking of visitors who only read documentation. Absence of a visitor-level gate is not permission to use the Service where prohibited. You are solely responsible for determining whether you may access the Service and whether any Instrument may be issued or transacted under the laws that apply to you, including U.S. federal and state securities laws, commodities laws, money-transmission laws, sanctions, and the laws of any other relevant jurisdiction.
You represent that you are not a sanctioned person, not located in a comprehensively sanctioned jurisdiction, and not using the Service to evade securities, commodities, tax, or sanctions law.
4. Nature of the Service — what this is not
The Service is a software interface and design system. It is not a bank, broker-dealer, national securities exchange, alternative trading system (ATS), clearing agency, investment adviser, commodity pool operator, designated contract market, money services business, or law firm.
Nothing on the Service is an offer to sell, or a solicitation of an offer to buy, any security, commodity interest, or other regulated instrument. Nothing on the Service is a recommendation, valuation opinion, fairness opinion, or underwriting commitment.
Paper balances, seed books, and local matching on the Desk are simulation and design records unless an on-chain Factory and settlement contracts are separately deployed and identified in a written instrument. Display of a price, depth, or “fill” does not mean an enforceable trade against Operator or any third party.
5. Howey Converter
The Converter is a risk-mitigation and documentation aid. It applies heuristic weights to facts you enter, compares selected utility wrappers, and generates a memorandum and mint specification. Scores (including residual Howey risk) are model outputs, not findings of fact or law.
The “Legal-Rationale Memorandum” is generated text. It is not a legal opinion, not attorney work product, and not a substitute for licensed counsel. The “human authorization” step is an interface control that requires a rostered officer of a KYB-passed issuer. It does not, by itself, create a statutory attestation, officer certificate, or exemption under the Securities Act of 1933, the Securities Exchange Act of 1934, or any state blue-sky statute.
The Converter will refuse to record a Factory mint specification if Issuer KYB is not passed, if public company website, email, and phone are missing, if the authorizing officer is not on the roster with attest and mint authority, if no attested custody packet is bound, if the operational utility catalog is incomplete, if secondary transfer is enabled without a restricted allowlist, if custody valuation is stale, or if live Program Review no longer passes. That refusal is a product control, not a regulatory determination.
The Converter does not create a registration exemption (including Section 4(a)(2), Rule 506, Regulation S, Regulation A, Regulation Crowdfunding, or any other safe harbor). It does not determine whether an Instrument is a security, a commodity, or neither. You must not use the Converter to rubber-stamp an offering or to conceal an investment contract.
References to a “March 2026 SEC Interpretive Release framework” are a design lens only. Operator does not warrant that any agency has reviewed, approved, or blessed the Converter, the scoring, or any Instrument.
6. Trade Desk, order book, and liquidity portal
Native tokens (USDC and SBRV) are listed separately from Factory RWA instruments. You must not treat an RWA token as a native protocol token or the reverse.
On each matched fill of a Factory RWA pair, the taker is charged a fixed $1.00 USDC service fee credited to a local dev-team operations ledger. Maker $0. Native SBRV/USDC matching is $0. Cancels and LP add/remove: no fee. That fee is operating revenue of the interface, not a profit interest in SBRV and not a commission of a broker-dealer. Operator is not a broker-dealer or ATS in this version.
The order book and liquidity book are local models in this version: seed liquidity, user orders, and bin inventory persist in your browser unless you clear storage. Matching does not clear through a CCP, does not create a legally binding trade with Operator, and does not move assets on a Network unless you separately execute a blockchain transaction with a wallet you control.
Connecting MetaMask identifies an address for attribution of local orders and LP positions and may prompt you to add or switch Networks. Operator never asks for a seed phrase, private key, or wallet password. You are solely responsible for wallet security, gas, chain selection, and any transaction you sign.
TradingView charts are a third-party market tape. SBRV is not a listed TradingView symbol; the native pair displays a USDC settlement reference. Mapped symbols for RWA classes are references only and are not the Instrument.
7. SBRV and RWA instruments
SBRV is described as a protocol utility token for mint fuel, access bonds, and a native Desk pair. That description is not a guarantee of regulatory classification. You should not purchase, hold, or promote SBRV with an expectation of profit from the essential managerial efforts of others. The Tokenomics (in force in this interface as local records) is not an offering of SBRV and is not an on-chain TGE.
Factory mint consumes one thousand (1,000) SBRV per one (1) RWA token. Of SBRV paid: 50% is buy & burned and 50% is permanently locked as protocol SBRV/USDC liquidity (protocol LP cannot be withdrawn). There is no protocol cap on how many RWA tokens an issuer may mint other than Desk SBRV available to spend. The issuer sets the unit USD value. A non-refundable USDC platform fee, floored at one thousand U.S. dollars ($1,000) and capped at fifty thousand U.S. dollars ($50,000), is paid to the developer wallet from this lot’s notional (units × issuer-set unit value). SBRV spent is a fee, not collateral: holder redeem or issuer burn of the RWA does not return SBRV or USDC. First mint of an instrument also locks an issuer bond of 10,000,000 SBRV and an officer bond of 1,000,000 SBRV for as long as that RWA token is live. Bonds have no yield. The bond returns, and locked SBRV may be sold on the Desk, only after the instrument is fully wound down (no live inventory, book, or LP). Freeze of an instrument does not forfeit the bond. Officer forfeiture, or automatic forfeiture on issuer suspension, burns 100% of locked SBRV on that instrument.
RWA instruments exist in this interface only after a Converter mint specification is recorded locally for a KYB-passed issuer. Each such instrument has an Asset Profile showing issuer legal name, website, public email, public phone, chain of custody, utility catalog, holder-allowlist policy, freeze status, access-bond status, and a Control Score. The issuer of record may mint additional units of its own RWA (same Factory and SBRV gates) and may burn issuer-held inventory. Issuer burn does not seize holder tokens. Issuer inventory credited in the Desk is a design allocation, not evidence of a perfected property interest in any off-chain asset.
Restricted RWAs will not fill a Desk buy unless the connected wallet is a passed holder sponsored by that issuer. Issuer-only instruments are not listed for secondary transfer. An officer freeze, broken custody, issuer suspension, or stale valuation blocks matching. These are local interface gates. They are not a registered transfer agent, not on-chain pause functions unless later deployed, and not proof that transfers cannot occur elsewhere.
Tokenization does not by itself transfer title, create a perfected security interest, or satisfy UCC, real-property, or funds-transfer formalities. Off-chain legal work (title, custody, servicing, insurance, investor qualification) remains your responsibility.
8. Networks and third-party infrastructure
The Service may display Robinhood Chain, Arc Network, and PulseChain as settlement choices. Operator is independent of, and not affiliated with or endorsed by, Circle, Arc Network, Robinhood, PulseChain, TradingView, MetaMask, Google, or xAI except as the preview host may identify itself.
Those Networks and vendors have their own terms, fees, outages, reorgs, and regulatory status. Operator does not control consensus, RPC availability, explorers, or bridges. Selecting a Network is a settlement label in this interface, not an on-chain deployment and not a brokerage account.
You must not infer that listing a Network means the Network operator, any affiliated broker, or any regulator has approved the Service or any Instrument.
9. Local records and no custody
This version of the Service does not hold customer assets, does not open Operator-hosted accounts, and does not operate a hosted wallet. Design records (Issuer KYB packets, custody packets, holder packets, oracle refreshes, freeze flags, mint specifications, orders, balances, LP positions, authorization bindings, and the protocol ledger saber_protocol) are stored in your browser’s local storage. Clearing site data destroys them.
Operator is not a bailee, custodian, or trustee of any Instrument, fiat, or private key.
10. License to use the Service
Operator grants you a limited, revocable, non-exclusive, non-transferable license to access the Service for lawful evaluation and internal design of Instruments you are authorized to consider. You may not copy, scrape, reverse engineer (except where prohibited restrictions are unenforceable), resell, or frame the Service, or use it to train competing models, without prior written consent.
The White Paper and Legal Documents may be read and internally shared with your counsel and compliance staff. They may not be presented to third parties as Operator’s endorsement of a specific offering.
11. Your inputs
You are responsible for the accuracy of names, facts, valuations, wrappers, utility catalogs, custody descriptions, KYB and holder packet contents, and authorization details you enter. False facts in the Converter or Issuer KYB will produce false memoranda and false “passed” reviews. Do not enter secrets, seed phrases, full account numbers, Social Security numbers, government ID images, or personal data of third parties that you are not authorized to process.
You grant Operator a worldwide, royalty-free license to process inputs as needed to operate the interface on your device. In this version, those inputs are not uploaded to an Operator account database.
12. Disclaimers of warranty
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF SCORES OR MEMORANDA, UPTIME, OR FREEDOM FROM VULNERABILITIES.
Operator does not warrant that any Instrument is not a security, that any wrapper reduces residual risk in fact, that any Network will remain available, or that local records will persist.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERATOR AND ITS PRINCIPALS, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOST KEYS, LOST DIGITAL ASSETS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
OPERATOR’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS YOU PAID OPERATOR FOR THE SERVICE IN THE THREE MONTHS BEFORE THE CLAIM. THIS VERSION OF THE SERVICE IS PROVIDED WITHOUT A USAGE FEE TO OPERATOR.
Some jurisdictions do not allow certain limitations. In those jurisdictions, liability is limited to the fullest extent permitted.
14. Indemnification
You will defend, indemnify, and hold harmless Operator and its principals and agents from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) your use of the Service; (b) any Instrument you design, offer, mint, or trade; (c) your violation of law or these Terms; (d) your inputs; or (e) disputes among issuers, holders, or counterparties.
15. Changes and termination
Operator may modify the Service or the Legal Documents at any time. The “Last updated” date on each document will change. Continued use after posting constitutes acceptance. Operator may suspend or discontinue the Service without notice. You may stop using the Service at any time and may delete local records by clearing site data.
16. Governing law and disputes
These Terms are governed by the laws of the State of Colorado, United States, without regard to conflict-of-law rules, except that U.S. federal law governs questions of federal securities and commodities law.
Exclusive venue for disputes arising out of the Service lies in the state or federal courts located in Denver, Colorado, except that Operator may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or against misuse of the Converter. You waive objection to that venue on grounds of inconvenience.
Before filing a claim, you agree to attempt good-faith written resolution for 30 days after notice through the channel described in Notices & Contact.
CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND OPERATOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU WAIVE ANY RIGHT TO A JURY TRIAL. If this waiver is found unenforceable as to a particular claim, that claim must be severed and litigated in court while the remainder of this section remains in effect. This waiver does not limit any non-waivable right under the federal securities laws.
17. Miscellaneous
These Terms plus the other Legal Documents are the entire agreement between you and Operator concerning the Service. They supersede prior discussions about the interface. If a provision is unenforceable, the remainder stays in effect. Operator’s failure to enforce a provision is not a waiver. You may not assign these Terms without consent; Operator may assign them. Headings are for convenience only.
The Service may be hosted in a preview environment that displays third-party branding (including Grok / xAI). That hosting does not make the host a party to your Instruments or a fiduciary.