> For the complete documentation index, see [llms.txt](https://docs.suno.finance/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.suno.finance/legal/terms-and-conditions.md). # Terms and conditions A chapter-by-chapter guide to the Terms and Conditions v1.0, with a crosswalk from contract terms to protocol terms. The Terms and Conditions of Suno Finance, version 1.0, took effect on 2026-09-10. They govern the relationship between Suno and every person who uses the platform or holds a token, worldwide. Each token's offering document adds the specifics for that token and prevails where the two conflict. The full text is 22 pages; this page walks through it chapter by chapter, then translates its defined terms into the names the protocol pages use. {% file src="/files/99DRzlnO50t5JLkGWVBV" %} Suno Finance Terms and Conditions, v1.0 (PDF) {% endfile %} ## Chapter by chapter **Chapters 1 and 2: introduction and definitions.** The introduction names the parties and sets the hierarchy: these general terms apply to everything, the Final Terms of a specific token prevail on that token, and continued use after an amendment is acceptance. The definitions chapter is the glossary the rest of the document leans on, and it is where the contract's vocabulary is fixed: pWatts, uWatts, the Reserve, Treasury Assets, the Deposit Window, the Official Redemption Channel, the Staking Mechanism, Whitelisted status, Restricted Jurisdictions. Keep it open while reading the rest, or use the crosswalk below. **Chapters 3 and 5: eligibility and onboarding.** Who may participate, what identity verification asks of individuals and entities, and how a wallet becomes Whitelisted. Chapter 5 also states the design principle the protocol enforces in code: access to staking and distributions is a state that exists only while every eligibility condition is met, not an unconditional right. The details are on [Eligibility and onboarding](/legal/eligibility-and-onboarding.md). **Chapter 4: platform and products.** The platform is technological infrastructure. It provides no investment, brokerage, or advisory services and operates no exchange; secondary-market trading happens on independent venues outside Suno's control. The chapter then defines the two tokens. The pWatt is a project-specific financing token whose cash flows are directed to the Reserve once the project starts earning; the uWatt is a Reserve-backed token that mints and redeems at $1 while the Reserve is fully collateralized and at its pro-rata share of Reserve value if collateralization ever falls below 100%. It fixes the Reserve's target composition, about 70% pWatts and 30% Treasury Assets, and defines what counts as a material change to it: a shift of more than 20 percentage points from target, a substitution of asset category, or a structural change. It states that tokens confer no ownership or control over Suno or the plants, and lists the third parties the platform integrates with without guaranteeing them. **Chapters 6 and 7: acquisition, transfer, and rights.** How tokens are acquired, on the platform or elsewhere; that ownership is control of a private key; and that staking in a Whitelisted wallet is the condition for earning anything. Chapter 6 introduces the Official Redemption Channel, the conditional path by which eligible uWatt holders redeem against the Reserve's Treasury Assets, and states plainly that nothing creates an unconditional obligation to redeem. Chapter 7 sets the limits: no redemption right for pWatts, limited recourse, subordination, no fiduciary duty. [Legal structure](/legal/legal-structure.md) covers those limits. **Chapters 8 and 9: disruptions and risks.** Chapter 8 defines Market Disruption Events, lists the only reasons a smart contract may be modified, requires prior notice for changes that materially affect holders, forbids changes that fundamentally alter the tokens without explicit consent, and describes Emergency Actions such as pausing contracts during an exploit. Chapter 9 is the risk-factor disclosure: market, technical, regulatory, project-specific, Treasury Asset, and business risks. [Risk disclosures](/legal/risk-disclosures.md) summarizes them. **Chapters 10 and 11: non-ordinary events and taxation.** Chapter 10 covers events that change how a holder can interact with the platform: death or incapacity, becoming a politically exposed person, suspicious on-chain activity. It also describes the Wallet Export Mechanism and asks every holder to make provision, while they still can, for a trusted person to reach their keys. Chapter 11 places every tax obligation on the holder. Suno gives no tax advice and performs no withholding. **Chapters 12 and 13: default and legal structure.** Chapter 12 defines Events of Default (non-payment beyond thirty days, unremedied material breach, illegality, cessation of business) and Insolvency Events, and gives holders of more than half the outstanding tokens of an issuance the power to instruct Suno collectively on remedies. Chapter 13 describes the Legal Issuer, the segregated account, and the conditions for substituting the issuer. **Chapters 14 to 21: final provisions.** Limitation of liability, with Suno liable only for direct losses from its own gross negligence, wilful misconduct, or fraud. Amendment rules. Suspension and termination, and what each does to tokens that remain on-chain. Bermuda law and arbitration. Force majeure, assignment, severability, notices. The right to change the operative jurisdiction. And the contact address for formal notices, . ## Legal terms and protocol terms The contract and the protocol pages describe one system in two vocabularies. This table maps between them. | In the Terms and Conditions | In the protocol pages | Where to read more | | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | | Protocol Director and Account Owner | Suno (Suno Investments S.A.) | [Legal structure](/legal/legal-structure.md) | | Legal Issuer | Ensuro Re Ltd. | [Legal structure](/legal/legal-structure.md) | | Suno Segregated Account, "Suno Reserve" | The legal container of the Reserve | [Legal structure](/legal/legal-structure.md) | | Final Terms | The offering document for a token | [uWatt offering document](/legal/uwatt-offering-document.md) | | Tokens, uWatt Tokens, pWatt Tokens | uWatt, pWatt | [The uWatt](/protocol/the-uwatt.md), [The pWatt](/protocol/the-pwatt.md) | | Reserve, Reserve Composition | The Reserve and its energy-to-liquid mix | [The Reserve](/protocol/the-reserve.md) | | Treasury Assets, Permitted Stablecoins | The liquidity sleeve: stablecoins and tokenized short-duration instruments | [The Reserve](/protocol/the-reserve.md) | | Redemption Anchor, Flexible Allocation | The two sub-allocations of the liquidity sleeve, about 10% and 20% of the Reserve | [uWatt offering document](/legal/uwatt-offering-document.md) | | Deposit Window | The mint side of the desk | [The uWatt](/protocol/the-uwatt.md) | | Official Redemption Channel | The redemption side of the desk, with its fee and daily queue | [The uWatt](/protocol/the-uwatt.md) | | Collateralization ratio, NAV | `C`, Reserve value over uWatt supply | [The Reserve](/protocol/the-reserve.md) | | Swap Mechanism, Maturity | The swap at commercial operation | [The pWatt](/protocol/the-pwatt.md) | | Discount Tranche | The early-entry discount on the pWatt purchase price | [The pWatt](/protocol/the-pwatt.md) | | Staking Mechanism, Staking Rewards, Real-Time Distribution | The staking vault, c-uWatt, and the vesting of distributions | [Yield and staking](/protocol/yield-and-staking.md) | | Depreciation compensation mechanism | The share of each payment retained in the Reserve by the yield split | [Yield and staking](/protocol/yield-and-staking.md) | | Onboarding, KYC/AML Requirements, Whitelisted | Admission to the on-chain registry checked by the swap, the desk, and direct distributions | [Eligibility and onboarding](/legal/eligibility-and-onboarding.md) | | Market Disruption Event, Emergency Actions | The pause powers and fail-closed guards | [Risk management](/protocol/risk-management.md) | | Custodian, embedded wallet | The optional embedded wallet; self-custody works throughout | [Current designations](/legal/current-designations.md) | Two terms deserve a note. The contract's Discount Tranche describes the price at which a pWatt was bought, which is set per tranche and rewards earlier entrants. The protocol's swap price describes the value at which the finished project is recognized when the whole pWatt supply converts to uWatt. Purchase price and swap value are different numbers, and the return on a pWatt is the gap between them. And the contract's depreciation compensation is the same flow the protocol pages call the retained share of each payment: at the launch collateral target of 1.15, roughly 87% of Reserve income is distributed and 13% stays in the Reserve. ## Amendments and acceptance Suno may amend the Terms and Conditions to reflect operational, technical, market, legal, or regulatory changes. Material amendments are announced in advance through the platform or official channels; administrative corrections take effect at once. Holding tokens or using the platform after the effective date is acceptance of the new version, and the remedy for a holder who disagrees is to stop using the platform and dispose of their tokens. Each version carries its own number and date, and this page will name the version it describes. --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. 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