> 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 guide to the general participation contract, with references to its chapters and the corresponding protocol mechanics. The Suno Finance Terms and Conditions, version 1.0, took effect on September 10, 2026. They govern use of the platform and the rights and obligations associated with Suno tokens. A token's Final Terms add issuance-specific provisions and prevail where they conflict with the general terms. {% file src="/files/99DRzlnO50t5JLkGWVBV" %} Suno Finance Terms and Conditions, v1.0 (PDF) {% endfile %} {% file src="/files/7TeuYnn0HHpZNRLoA2oi" %} Puerta del Sol pWatt Offering Document, v1.0, October 30, 2026 (PDF) {% endfile %} ## Participation and products Chapters 1 and 2 identify the parties, define the contractual vocabulary, and establish the document hierarchy. Chapters 3 and 5 set eligibility, onboarding, and continuing compliance requirements. The terms require completed verification and whitelisted status for the rights described. [Eligibility and onboarding](/legal/eligibility-and-onboarding.md) explains participation requirements, verification, and access controls. pWatt finances project development and construction; uWatt provides participation in the Reserve. Suno does not act as an investment adviser or operate the independent secondary markets through which holders may trade. Chapter 4 also defines material changes to the Reserve's composition, such as asset-category substitutions and structural changes. These operating commitments are separate from the limits configured in the contracts, such as the 10% liquidity floor described in [The Reserve](/protocol/the-reserve.md). ## Acquisition, income, and exit Chapters 6 and 7 describe acquisition, transfer, staking-based distributions, and holder rights. pWatt has no general redemption right against Suno. uWatt's Official Redemption Channel is conditional on the terms and available Treasury Assets; it creates no unconditional redemption obligation. Staking rewards accrue through c-uWatt, the share received when uWatt is deposited in the vault. Holding unstaked uWatt does not accumulate these rewards. [Yield and staking](/protocol/yield-and-staking.md) explains the calculation; [Eligibility and onboarding](/legal/eligibility-and-onboarding.md) covers participation requirements. The terms limit recourse, subordinate claims, and exclude ownership or control of Suno and the project companies. [Legal structure](/legal/legal-structure.md) explains those limits. ## Interruptions, changes, and default Chapter 8 defines market disruptions, emergency actions, and permitted reasons for smart-contract modification. Notice is required for material changes affecting holders, and explicit consent is required for changes fundamentally altering the tokens. Chapter 9 discloses market, technical, regulatory, project, Treasury Asset, and business risks. The [risk guide](/legal/risk-disclosures.md) relates them to the protocol's actual dependencies. Chapter 10 addresses death or incapacity, politically exposed person status, suspicious activity, and wallet continuity. It asks holders to understand the wallet-export process and make appropriate arrangements for access to their keys. Chapter 12 defines Events of Default and Insolvency Events, including specified payment failures, unremedied material breaches, illegality, and cessation of business. It permits holders of more than half an issuance to instruct Suno collectively on remedies under the stated conditions. Chapter 13 describes the issuer and segregated-account structure. ## Taxes and final provisions Chapter 11 places the holder's tax obligations on the holder. Suno provides no tax advice and does not withhold or collect those taxes on the holder's behalf. Project-level withholding inside the [valuation model](/financial-model/discounting-and-nav.md) concerns a different cash-flow layer. Chapters 14–21 address liability, amendments, suspension and termination, governing law, disputes, force majeure, assignment, notices, and changes of operative jurisdiction. Suno's liability is limited as stated in the document, including its provisions on direct losses from fraud, gross negligence, or wilful misconduct. Material amendments are notified in advance; administrative corrections take effect immediately. Under the terms, continued use or holding after effectiveness constitutes acceptance. Stopping use and disposing of tokens is the stated course for a holder who disagrees, subject to actual market and transfer conditions. ## Mapping the vocabulary | Legal term | Technical counterpart or explanation | | ------------------------------- | ---------------------------------------------------------------------------------------------------- | | Final Terms | Offering document for the particular issuance | | Reserve | Project cash-flow rights and Treasury Assets supporting uWatt | | Deposit Window | Acquisition through permitted payments; the on-chain cash desk accepts configured ERC-20 stablecoins | | Official Redemption Channel | Conditional exit; the desk burns uWatt for USDC, with fees, safeguards, and a daily limit | | NAV and collateralization ratio | Dollar backing per uWatt and that amount relative to the $1 peg | | Swap Mechanism | Operator-executed exchange of eligible pWatts for uWatt | | Discount Tranche | A pWatt acquisition-price term, distinct from the conversion price | | Staking Mechanism | uWatt deposited in the vault in exchange for c-uWatt shares | | Depreciation compensation | Retention intended to support backing; the contract's retained fraction varies with its yield rule | | Whitelisted | Legal admission status, represented for the configured desk by the admission registry | | Emergency Actions | Contractual authority that can involve pauses or other technical responses | The [protocol reference](/protocol/introduction.md) explains how these mechanisms work, from project conversion to staking and redemption. Formal notices and questions go to . --- # 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 by asking a question. Perform an HTTP GET request on the following URL with the `ask` and `goal` query parameters: ``` GET https://docs.suno.finance/legal/terms-and-conditions.md?ask=&goal= ``` `ask` is the immediate question: it should be specific, self-contained, and written in natural language. `goal` is what the user is ultimately trying to achieve, the reason they need the answer. Sharing it helps GitBook give you a better, more relevant answer. A goal is most helpful when it describes the outcome the user wants rather than restating the question. 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