Bancoli Terms of Use
This Master Services and Terms of Use Agreement (the "Agreement") is a binding legal contract between Oli Technologies LLC, a limited liability company organized under the laws of the State of Montana, doing business as Bancoli ("Bancoli," "we," "us," or "our"), and the business entity or individual utilizing our services ("Client," "Payee," "you," or "your").
By creating an account or using our services, you agree to be bound by this Agreement. If you are accessing our services from outside the United States, you expressly agree to the representations in Section 9 regarding Client Initiative.
1. Nature of the Services
1.1. Payment and Conversion Services. Bancoli provides a technology platform and acts as an MSB Orchestrator facilitating the conversion of fiat currency to digital assets (and vice versa) via integrated regulated infrastructure providers. Bancoli is registered as a Federal MSB. All USDi minting and domestic fiat transmission is executed by Brale under its state MTLs.
Bancoli is a software provider and Federal MSB. It is not a bank or a general depository institution.
1.2. Wallet Services. Bancoli, through its technology partners, provides access to a self-custodial digital wallet in which you maintain exclusive control of your own private keys. Bancoli does not have access to, custody of, or control over your digital assets held in the self-custodial wallet. You are solely responsible for the security and management of your private keys and seed phrases. The loss or theft of your private keys may result in the permanent, irreversible loss of your digital assets.
1.3. Cross-Border Payments. Bancoli facilitates international payment settlement through its network of banking and infrastructure partners. Cross-border transactions may be processed using a combination of fiat and digital asset settlement rails to optimize speed and cost.
1.4. Settlement. Funds collected on your behalf are held in a designated settlement account at our banking partner prior to settlement, or, where digital asset settlement is elected (see Section 16.3), converted near-instantly into digital assets and delivered to your designated self-custodial wallet. Bancoli maintains records for each Client tracking all inflows, conversions, and outflows.
2. Role of the Parties and Regulated Infrastructure
2.1. Platform Access. You utilize Bancoli's software platform to access regulated financial infrastructure. Bancoli facilitates onboarding, compliance, and user interface access, but does not take custody of your fiat funds.
2.2. No Discharge of Debt. Bancoli is not your collection agent. Receipt of funds by the integrated infrastructure providers (e.g., Brale) does not legally extinguish any debt owed to you by a payor until the funds (or equivalent digital assets) are delivered to your control.
2.3. Licensed Execution. All domestic fiat transmission and USDi issuance is performed by Brale Inc. under its money transmitter licenses. Bancoli operates under its Federal MSB registration and its own operational policies.
3. Scope of Services and Restrictions
3.1. Permissible Uses. Your use of the services is permitted for lawful conversion and settlement activities. You are solely responsible for ensuring that your use of the platform and receipt of funds complies with the laws of your jurisdiction and the jurisdiction of any payors.
3.2. Prohibited End Uses. You are prohibited from using the services to:
- (a) Engage in illicit lending, credit extension, escrow, or check-cashing services;
- (b) Operate an unregistered cryptocurrency exchange or mixing service;
- (c) Disburse funds or split settlements to illicit third parties.
3.3. Refunds. Platform-initiated refunds may only be processed as reversals of specific, documented original transactions where supported by the underlying infrastructure provider.
3.4. Settlement Exclusivity. Fiat funds will only be converted and settled to your designated, verified external bank account, your direct account at our banking partner (if applicable), or your designated self-custodial wallet via supported digital asset settlement rails (see Section 16.3). Bancoli does not maintain permanent stored-value fiat balances for Clients.
4. Public Disclosure Obligations
4.1. Checkout and Receipts. You agree to utilize the API tools and UI elements provided by Bancoli accurately. Any invoices or checkout pages generated through the platform must not misrepresent the flow of funds or Bancoli's role as a platform provider and MSB orchestrator.
5. Settlement Account and Funds
5.1. Settlement Structure. You acknowledge that your funds, prior to final settlement, are held in a designated settlement account at our banking partner. For fiat settlement, your individual balance is tracked via a sub-ledger entry. For digital asset settlement (see Section 16.3), funds are converted near-instantly and no persistent sub-ledger balance is maintained. You do not have a direct relationship with our banking partner under the standard service.
5.2. No FDIC Insurance. Funds held in the Bancoli FBO settlement account are not insured by the Federal Deposit Insurance Corporation (FDIC). Digital assets, including USDi, are not deposits and are not protected by FDIC insurance. By proceeding with account activation, you separately acknowledge this disclosure via a standalone interstitial presented during onboarding. Your acknowledgment is recorded with a timestamp. Our banking partner is subject to applicable capital adequacy and regulatory requirements, and Bancoli maintains daily sub-ledger reconciliation to protect individual client fund integrity.
5.3. Settlement Timeline. Bancoli will initiate settlement of collected funds to your designated account within one (1) to two (2) business days (T+1/T+2) of receipt, unless a compliance hold or regulatory freeze is in effect. Digital asset settlement may occur faster or slower depending on blockchain network conditions (see Section 17.3, Force Majeure).
6. Compliance and Risk Monitoring
6.1. Silent Compliance and Data Access. You authorize Bancoli to continuously monitor your account activity and perform automated compliance checks, including but not limited to: IP geolocation, URL risk scoring, volume velocity analysis, device fingerprinting, sanctions screening (OFAC, EU, UN), PEP screening, adverse media screening, beneficial ownership verification, AI-based classification of your business description, biometric liveness verification, and any other verification required by applicable BSA/AML regulations or our banking partners.
6.2. High-Risk Triggers. Bancoli enforces strict risk thresholds, including prohibited business categories, volume anomalies, and sanctions screening.
6.3. Account Suspension. If your account activity triggers a compliance alert or risk threshold, Bancoli reserves the right to immediately freeze your sub-ledger and suspend settlement pending investigation. If the investigation determines that your activity falls outside the permitted scope of the Licensed Conversion arrangement, Bancoli may terminate your account per Section 11.1.
6.4. Dormancy. If your account has been inactive for more than three hundred sixty-five (365) days, reactivation requires multi-factor authentication (2FA) or re-verification (non-documentary database refresh, escalating to documentary liveness check on failure) before you may resume transacting.
7. Electronic Communications and Biometric Consent
7.1. E-Sign Consent. You consent to receive all notices, agreements, and compliance escalations (including account freezes, settlement holds, and dormancy notices) electronically. Algorithm-triggered automated notifications (velocity holds, ACH return alerts, escalation requests) constitute binding communications under this Agreement.
7.2. Biometric Data. During onboarding and upon account reactivation after dormancy (see Section 6.4), Bancoli utilizes automated liveness checks. You explicitly consent to the collection, transmission, and storage of your biometric facial geometry for the sole purpose of identity verification and fraud prevention. Biometric data is retained for the minimum period required by applicable regulatory obligations, not to exceed five (5) years from collection. Bancoli does not sell biometric data to third parties.
8. General Prohibited Businesses
You may not use the services if your business involves: adult content, gambling, cryptocurrency exchange, weapons, illegal drugs, shell bank or shell entity operations, Ponzi schemes, pyramid schemes, multi-level marketing with recruitment-based compensation, counterfeit goods, or any activity prohibited by US federal law or the laws of your local jurisdiction.
9. Client Initiative (Non-US Clients)
If your business is domiciled outside the United States, you represent and warrant that you sought out and engaged Bancoli's services exclusively on your own initiative, and that Bancoli did not actively market, advertise, or solicit your business in your home jurisdiction.
10. Payment Instruction Security & Wire Fraud
10.1. Client Responsibility. You are solely responsible for the accuracy and security of all payment instructions, invoice details, bank account information, and settlement routing instructions you provide to Bancoli.
10.2. Business Email Compromise (BEC). You acknowledge that BEC, invoice fraud, and social engineering attacks are prevalent risks in B2B payment processing. You are responsible for implementing your own internal controls.
10.3. Limitation of Liability for Misdirected Payments. Bancoli shall not be liable for payments processed in accordance with instructions provided through your authenticated account, including payments misdirected due to compromised credentials, fraudulent invoice modifications, or social engineering attacks.
10.4. Anomaly Notification. If Bancoli's automated monitoring detects anomalous payment instruction changes, Bancoli may temporarily hold settlement and notify you for verification. This is a courtesy measure and does not create an obligation to detect or prevent all instances of payment fraud.
11. Termination
11.1. Termination by Bancoli. Bancoli may terminate or suspend your account at any time, with or without notice, if you: (a) breach any provision of this Agreement; (b) fail to remediate a compliance action (account freeze, settlement hold, or sanctions match) within ten (10) business days; (c) violate any applicable law or regulation; or (d) engage in activity that poses a BSA/AML risk.
11.2. Termination by Client. You may terminate this Agreement at any time by providing written notice (including email) and ceasing to use the services.
11.3. Effect of Termination. Upon termination, Bancoli will cease orchestrating conversions on your behalf. Any fiat funds held in the FBO sub-ledger will be remitted to your last registered settlement account within five (5) business days, subject to any holds required by law enforcement, regulators, or ongoing compliance investigations. USDi and other digital assets already in your self-custodial wallet are unaffected by termination — your wallet remains accessible via your private keys regardless of account status. Sections 2.3 (Sole Recourse), 7.2 (Biometric Data), 8 (Prohibited Businesses), 9 (Client Initiative), 13 (Limitation of Liability), 14 (Governing Law and Dispute Resolution), 15 (Indemnification), and 16.3 (Digital Asset Service Provider Terms) survive termination.
11.4. Data Retention. Following termination, Bancoli retains client account data, transaction records, and compliance files for the minimum period required by applicable regulatory obligations (currently seven (7) years under BSA record-keeping requirements, 31 CFR § 1010.430), after which data is securely destroyed unless a longer retention period is required by law or ongoing investigation.
12. Fees and Commissions
12.1. Bancoli charges fees for services as set forth in the Fee Schedule provided at account activation and accessible within your account dashboard. Bancoli reserves the right to modify fees upon thirty (30) days' prior written notice.
12.2. Fees are deducted from collected funds prior to settlement unless otherwise agreed in writing.
13. Limitation of Liability
13.1. Cap on Liability. Bancoli's total aggregate liability for all claims arising under this Agreement shall not exceed the lesser of: (a) the total fees paid by you in the twelve (12) months preceding the claim; or (b) USD $100,000.
13.2. Self-Custodial Wallet. Bancoli shall not be liable for any loss or damage arising from the loss, theft, or compromise of your private keys, seed phrases, or wallet credentials. You are solely responsible for safeguarding your private keys.
13.3. Exclusion of Consequential Damages. In no event shall Bancoli be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of revenue, profits, or digital assets.
14. Governing Law and Dispute Resolution
14.1. Governing Law. This Agreement shall be governed by the laws of the State of Montana and applicable US federal law.
14.2. Dispute Resolution. Any dispute arising from or related to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be in the State of Montana.
14.3. Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to participate in a class action lawsuit, class-wide arbitration, or any representative proceeding against Bancoli. If any court or arbitrator determines that the class action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth in Section 14.2 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
14.4. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING FROM OR RELATED TO THIS AGREEMENT.
14.5. Opt-Out Right. You may opt out of the arbitration and class action waiver provisions (Sections 14.2 and 14.3) by sending written notice to [email protected] within thirty (30) days of first accepting this Agreement. If you opt out, disputes will be resolved in accordance with Section 14.1 (Governing Law) in the state or federal courts located in Montana.
14.6. Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the jurisdiction of a small claims court.
15. Indemnification
You agree to indemnify, defend, and hold harmless Bancoli and its officers, directors, employees, agents, and service providers from and against any and all claims, damages, losses, liabilities, and expenses arising out of: (a) your breach of this Agreement; (b) your violation of any applicable law; (c) any third-party claim arising from your use of the services; or (d) the loss, theft, or misuse of your self-custodial wallet private keys.
16. Third-Party Infrastructure
16.1. Bancoli utilizes regulated financial institutions and technology providers to deliver the services described in this Agreement. These providers may include banking institutions, custodians, payment processors, identity verification services, and blockchain infrastructure providers.
16.2. By using the services, you acknowledge that your data and funds may be processed by these providers in accordance with our Privacy Policy. The use of such providers does not create any direct contractual relationship between you and any third-party provider unless expressly stated.
16.3. Digital Asset Settlement Infrastructure. Settlement of collected funds via digital asset rails may be facilitated by one or more licensed financial institutions and technology providers (each, a "Digital Asset Service Provider"). If you elect to receive settlement in digital asset form, supported digital assets include: USDi (a branded stablecoin issued by Brale Inc.), RLUSD (a stablecoin issued by Ripple), and USDC (a stablecoin issued by Circle). Your use of such settlement services may be subject to additional terms and conditions provided by the applicable Digital Asset Service Provider. Bancoli's Digital Asset Service Providers include, without limitation:
- OliBank International Inc. — banking partner for BSA/AML compliance oversight and program management;
- Brale Inc. — regulated stablecoin issuer and money transmitter; issuer of USDi;
- Layer2 Financial Inc ("Rail") / Ripple — digital asset conversion and settlement infrastructure; issuer of RLUSD. Rail's Customer Agreement is available at https://legal.layer2financial.com/legal/customeragreement and Privacy Policy at https://legal.layer2financial.com/legal/privacy, each of which is incorporated herein by reference;
- Coinbase, Inc. — self-custodial wallet infrastructure (Coinbase Developer Platform). The self-custodial wallet supports holding and redemption of USDC (issued by Circle); Bancoli does not facilitate the issuance or minting of USDC.
In the event of a conflict between this Agreement and any Digital Asset Service Provider's terms, this Agreement shall govern with respect to conversion and platform services (Sections 1–6), and the applicable provider's terms shall govern with respect to digital asset conversion, custody, and transmission services. Your redemption claim for stablecoins received as settlement is against the respective issuer: Brale Inc. for USDi, Ripple for RLUSD, and Circle for USDC — not against OliBank or Bancoli. Your digital assets, including any stablecoins, are not insured by the FDIC or any other government deposit insurance program.
17. General Provisions
17.1. Entire Agreement. This Agreement, together with the Fee Schedule, the Privacy Policy, the Electronic Communications Agreement, and (if applicable) any Digital Asset Service Provider agreements incorporated under Section 16.3, constitutes the entire agreement between you and Bancoli.
17.2. Amendments. Bancoli may amend this Agreement by posting a revised version and providing thirty (30) days' notice. Continued use constitutes acceptance.
17.3. Force Majeure. Neither party shall be liable for any failure or delay resulting from circumstances beyond reasonable control, including natural disasters, government actions, regulatory changes, sanctions, banking system outages, blockchain network congestion, or cyberattacks.
17.4. Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
17.5. Intellectual Property. All rights, title, and interest in and to the Bancoli platform, including its software, APIs, dashboards, documentation, trademarks, and proprietary technology, remain the exclusive property of Bancoli. This Agreement does not grant you any rights to Bancoli's intellectual property except the limited right to use the platform as authorized under this Agreement.
17.6. Assignment. You may not assign this Agreement without Bancoli's prior written consent. Bancoli may assign this Agreement to any affiliate or successor entity upon thirty (30) days' prior written notice to you.